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PHILIP S. WARDEN (Cal. State Bar No. 54752) THOMAS V. LORAN III (Cal. State Bar No. 95255) PILLSBURY WINTHROP SHAW PITTMAN LLP Four Embarcadero Center, 22nd Floor San Francisco, CA 94111-5998 Phone: (415) 983-1000 Fax: (415) 983-1200 [email protected] [email protected] Attorneys for Appellant PASSPORT MANAGEMENT, LLC
UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA – SANTA ANA DIVISION
In re JANA W. OLSON, Debtor.
District Court Case Number 8:17-cv-01697-DSF Bankruptcy Court Case Number 8:15-bk-12496-TA Adversary Case Number N/A
PASSPORT MANAGEMENT, LLC,
Appellant,
v.
RICHARD A. MARSHACK, Chapter 7 Trustee,
Appellee.
APPENDIX TO OPENING BRIEF OF PASSPORT MANAGEMENT, LLC: EXCERPTS OF THE RECORD PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 8018(B) VOLUME II of II (Record Pages 400-767)
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 1 of 375 Page ID #:531
Passport Management, LLC v. Richard A. Marshack
Case No. 8:17-cv-01697-DSF
INDEX TO APPENDIX (EXCERPTS OF THE RECORD)
VOLUME I (Record Pages 1-399) of II
Mandatory Excerpts of the Record (Fed. R. Bankr. P § 8009(a)(4))
Tab Page Range
Date Docket No.
Document Title/Description
1 REC_001-REC_153
N/A N/A Bankruptcy Case Docket (as of November 9, 2017)
2 REC_154-REC_168
9/26/17 731 Passport Management, LLC’s Notice of Appeal and Statement of Election
3 REC_169-REC_177
9/18/17 722 Order Granting Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust (includes Exhibit 1, Tentative Ruling at REC_172-REC_177)
4 REC_178-REC_214
8/29/17 762 Transcript of Oral Proceedings Conducted at the Hearing of the Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust
Items Designated by Appellant
5 REC_215-REC_221
5/14/15 1 Voluntary Petition for Chapter 7 Bankruptcy, filed by Debtor Jana W. Olson (“Petition”)
6 REC_222-REC_277
6/18/15 34 Debtor’s Required Schedules and Related Documents (“Schedules”)
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2
Tab Page Range
Date Docket No.
Document Title/Description
7 REC_278-REC_287
12/8/15 153 Notice of Lodgment of Order (1) Finding Debtor Jana Olson in Contempt; (2) Requiring Debtor Jana Olson to Appear and Demonstrate that She Has Purged Her Contempt; and (3) Continuing the Evidentiary and OSC Hearings Re: Debtor Jana Olson
8 REC_288-REC_289
12/15/15 166 Order of Civil Contempt and for Body Detention
9 REC_290-REC_385
4/15/16 Claim 4 Passport Management, LLC’s Proof of Claim
10 REC_386-REC_387
06/07/16 360 Order of Civil Contempt and for Body Detention of Debtor Jana Olson
11 REC_388-REC_389
06/07/16 361 Amended Order of Civil Contempt and for Body Detention of Debtor Jana Olson
12 REC_390-REC_396
06/10/16 375 Findings of Fact and Conclusions of Law in Support of Amended Order of Civil Contempt and for Body Detention
13 REC_397-REC_399
10/19/16 447 Judgment Re: Adversary Case No. 8:15-01341 TA
Record Items 14-34 (pages 400-767) are included in Volume II of Appendix
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 3 of 375 Page ID #:533
3
Passport Management, LLC v. Richard A. Marshack
Case No. 8:17-cv-01697-DSF
INDEX TO APPENDIX (EXCERPTS OF THE RECORD)
VOLUME II (Record Pages 400-767) of II
Items Designated by Appellant (continued)
Tab Page Range
Date Docket No.
Document Title/Description
14 REC_400-REC_526
12/15/16 517 Chapter 7 Trustee’s Motion to Approve Compromise with Creditor Passport Management for Allowance of Secured Claim and Carve-Out; Memorandum of Points and Authorities and Declaration of Richard A. Marshack in Support
15 REC_527-REC_533
2/6/17 554 Order Granting Chapter 7 Trustee’s Motion for Order Approving Compromise with Passport Management, LLC for Allowance of Secured Claim and Carve-Out
16 REC_534-REC_561
7/18/17 654 Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust; Memorandum of Points and Authorities; and Declaration of Richard A. Marshack in Support
17 REC_562-REC_567
7/18/17 655 Trustee’s Notice of Motion for Order to Approve Compromise with Olson Children’s Irrevocable Trust; Memorandum of Points and Authorities
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 4 of 375 Page ID #:534
4
Tab Page Range
Date Docket No.
Document Title/Description
18 REC_568-REC_573
7/25/17 660 Stipulation to Reschedule Hearing of Motion for Order to Approve Compromise with Olson Children’s Irrevocable Trust
19 REC_574-REC_575
7/26/17 666 Order Approving Stipulation to Reschedule Hearing of Motion for Order to Approve Compromise with Olson Children’s Irrevocable Trust
20 REC_576-REC_587
8/14/17 673 Opposition of Creditor Passport Management, LLC to Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust
21 REC_588-REC_593
8/14/17 678 Stipulation to (1) Continue Hearing of Motion for Order to Approve Compromise with Olson Children’s Irrevocable Trust; Modify Briefing Schedule
22 REC_594-REC_595
8/15/17 680 Order Approving Stipulation to (1) Continue Hearing of Motion for Order to Approve Compromise with Olson Children’s Irrevocable Trust; Modify Briefing Schedule
23 REC_596-REC_623
8/15/17 683 Supplemental Opposition of Creditor Passport Management, LLC to Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust; Supporting Supplemental Declaration of Thomas V. Loran III
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 5 of 375 Page ID #:535
5
Tab Page Range
Date Docket No.
Document Title/Description
24 REC_624-REC_627
8/18/17 687 Statement of Erlend Olson in Support of Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust
25 REC_628-REC_639
8/24/17 691 Olson Children’s Irrevocable Trust’s Reply to Opposition of Creditor Passport Management, LLC to Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust; Declaration of Barret Weekes and Declaration of Douglas Weekes
26 REC_640-REC_646
8/24/17 692 [Debtor’s] Support for the Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust and Opposition to Passport Management’s Opposition to Said Motion
27 REC_647-REC_648
8/25/17 693 Declaration of Erlend Olson in Support of Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust
28 REC_649-REC_715
8/29/17 694 Reply in Support of Trustee’s Motion for Order Approving Compromise with the Olson Children’s Irrevocable Trust
29 REC_716-REC_717
9/18/17 723 Order Granting 30-Day Temporary Stay of Order Granting Motion for Approval of Compromise with Olson Children’s Irrevocable Trust
30 REC_718-REC_726
9/29/17 734 Stipulation Continuing and Extending Temporary Stay
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6
Tab Page Range
Date Docket No.
Document Title/Description
31 REC_727-REC_728
10/3/17 736 Order Continuing and Extending Temporary Stay of Order Approving Compromise with Olson Children’s Irrevocable Trust
Stipulated Supplement to Record on Appeal
32 REC_729-REC_730
10/16/15 100 Order Compelling Debtor’s Compliance with Statutory Disclosure, Cooperation, and Turnover Obligations Pursuant to 11 U.S.C. §§ 521, 542, and 105(a)
(Referenced by Contempt Orders Against Debtor)
33 REC_731-REC_763
10/30/15 105 Notice of Motion and Motion for Issuance of Order to Show Cause Why Debtor Jana Olson Should Not be Held in Contempt; Memorandum of Points and Authorities; Declarations of Edward Hays and Ashley Teesdale in Support
(Referenced by Contempt Orders Against Debtor)
34 REC_764-REC_767
3/29/16 255 Order Approving Debtor’s Stipulation to Turn Over Assets to Trustee
(Referenced by designated document Dkt. 375 Findings of Fact and Conclusions of Law in Support of Amended Order of Civil Contempt and for Body Detention).
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Main Document Page of 127
EDWARD HAYS 162507thaysmarshackhays.comASHLEY TEESDALE [email protected] HAYS LLP870 Roosevelt
Irvine California 92620
Telephone 949 333-7777Facsimile 949 333-7778
Gounselfor Chapter Trustee
Richard Ma is hack
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA SANTA ANA DIVISION10
11
hire Case No 815-bk-12496-TA12
JANA OLSON Chapter
13
Debtor CHAPTER TRUSTEES MOTION FOR14 ORDER APPROVING COMPROMISE
WITH CREDITOR PASSPORT15 MANAGEMENT LLC FOR
ALLOWANCE OF SECURED CLAIM16 AND CARVE-OUT MEMORANDUM OF
POINTS AND AUTHORITIES AND17 DECLARATION OF RICHARD
MARSHACK IN SUPPORT18
_____________________________________________Hearing Required Unless Objection and
19 Request Timely Filed Per LBR 9013-1
20
21 TO THE HONORABLE THEODOR ALBERT UNITED STATES BANKRUPTCY COURT
22 JUDGE THE OFFICE OF THE UNITED STATES TRUSTEE AND ALL INTERESTED
23 PARTIES
24 Richard Marshack in his capacity as Chapter Trustee Trustee of the Bankruptcy
25 Estate of Jana Olson flkla Jana Doris Weekes Debtor respectfully submits this motion to
26 approve the compromise to resolve all disputes between the Trustee and creditor Passport
27
28
MOTION FOR ORDER APPROVING COMPROMISE WITH PASSPORT MAJJAGEMENT4851-9735.4046.vl
REC_400
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Management LLC Passport collectively with Trustee Parties regarding the status and
treatment of Passports claim as set forth in the agreement Agreement
Summary of Argument
Passport has filed an $11590628.98 secured claim that if allowed as filed would prevent
any other creditor from being paid Trustee could in good faith take issue with the secured status
of Passports claim however the anticipated cost of litigation would be disproportionate to any
benefit to the Estate Moreover even if unsecured Passports claim comprises over 99% of the
unsecured creditor body Accordingly Passport and Trustee have entered into the Agreement to
resolve all disputes by allowing Passports claim as first in priority secured claim senior to all
10 others but with carve-out sufficient to allow for payment of all administrative and currently
11 scheduled unsecured claims as though Passports claim was not secured The Agreement avoids the
12 cost and risks of litigation and will allow the Trustee to administer the Estate as though Passports
13 claim was unsecured Thus the Trustee has avoided any risk to the Estate of losing litigation
14 against Passport and has done so without incurring administrative expenses to achieve this result
15 Statement of Relevant Facts
16 Passports Claim
17 On May 142015 the Debtor filed voluntary petition for relief under Chapter of Title
18 11 of the United States Code Petition Date
19 On July 62015 Trustee filed notice of appointment and acceptance as Chapter Trustee
20 of Debtors bankruptcy estate
21 Passports Claim
22 On April 15 2016 Passport timely filed proof of claim in the Chapter Case which
23 claim was assigned Claim No true and correct copy of Claim No is attached to the Hays
24 Declaration as Exhibit Passports claim is based on multiple judgments and orders obtained
25 against Debtor prior to bankruptcy in that certain civil action the Civil Action that Passport as
26 plaintiff filed on February 22 2010 in the Superior Court of the State of California in and for the
27
28 true and correct copy of the Agreement is attached to the declaration of Edward Hays HaysDeclaration as Exhibit
MOTION FOR ORDER APPROVING COMPROMISE WITH PASSPORT MANAGEMENT455197354046v1
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REC_401
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County of Orange and named as defendants Debtor her spouse Erlend Olson four limited liability
companies formed by Debtor and 100 DOES being Civil Action No 30-2010-0034652 in the
records and files of that superior court The proof of claim filed by Passport in the Chapter Case
asserts that the amount owed by Debtor to Passport as of the Petition Date was $11590628.98
plus interest and post-judgment costs including attorneys fees and that the entirety of the claim is
secured on account of the following actions taken by Passport in an effort to create judgment liens
and no others
November 10 2014 Passport filed Notice of Judgment Lien with the California
Secretary of State which filing was assigned No 45748320002 JLPP10 On December 2014 Passport obtained issuance of Abstracts of Judgment
11 Abstracts regarding the Judgment it obtained on October 23 2014 which Abstracts reflect
12 total amount owed of $10396863.15
13 December 92014 Passport recorded an Abstract in Los Angeles County as
14 Instrument No 20141331179
15 ii On December 2014 Passport recorded an Abstract in Riverside County as
16 Instrument No 2014-0468244
17 iii On December 2014 Passport recorded an Abstract in San Diego County
18 as Instrument No 2014-0540944
19 iv On December 92014 Passport recorded an Abstract in Orange County as
20 Instrument No 2014000530481 and
21 On December 10 2014 Passport recorded an Abstract in Santa Barbara
22 County as Instrument No 2014-0056636 and
23 On February 27 2015 Passport personally served Debtor with an Order to Appear
24 for Examination on March 19 2015 which order was entered by the Superior Court on February
25 2015 ORAP26 Passport obtained Judgement the Judgment on October 23 2014 in the Civil Action
27 As provided in that Judgement Debtor was found to be the transferee of $20940000 in ifinds
28 fraudulently transferred to the Debtor and her alter egos and was held jointly and severally liable to
MOTION FOR ORDER APPROVING CCXMPROMISE WITH PASSPORT MANAGEMENT4551-9735-4046.vi
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REC_402
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Passport for all amounts owed by Debtors spouse Erlend Olson on prior unappealed and final
several judgment entered in the Civil Action against Erlend Olson in May 2012 the May 2012
Judgment and Debtor was held solely liable for other amounts due and owing from Debtor to
Passport as set forth therein
The Judgment as of the date of its entry was in the principal amount of $10396863.15
and provides for post-judgment interest at the rate of 10% per annum @er California Code of Civil
Procedure 685.010 and for post-judgment attorneys fees and collection costs to be added to the
amount owing thereunder @er California Code of Civil Procedure 685.040 No appeal was taken
from the Judgment
10 In addition to its judgment liens Passport contends that all of the Debtors property is
11 subject to constructive trust in its favor While the Trustee disputes that Passport could readily
12 establish constructive trust over all assets of the Estate and that its judgment liens attached to all
13 property of the Estate the proposed agreement provides the Trustee with the net result that would
14 apply if Passport were treated as unsecured
15 Other Claims
16 Four other creditors have filed general unsecured claims2 none of which as yet has been
17 either allowed or objected to
18 Law offices of Louis Khoury in the amount of $27584.29
19 Franchise Tax Board in the amount of $695.09
20 American Express in the amount of $3612.53 and
21 Weiss Spees LLP in the amount of $166250
22 If Passports claim is deemed to be secured or otherwise entitled to priority treatment these
23 creditors and administrative creditors would not be expected to receive any distributions If
24 Passports claim were to be treated as general unsecured claim Passports claim still would
25 constitute 98.32% of the general unsecured creditor body The solution as described below
26 provides that if the claims of the four the creditors listed above are allowed then they and the
27__________________________
28 true and correct copy of the Claims Docket is attached to the Hays Declaration as Exhibit
The Franchise Tax Board has also filed priority unsecured claim in the amount of $170.65
MOTION FOR ORDER APPROVING COMPROMISE WITH PASSPORT MANAGEMENT485 I-9735-4046.vl
4814-5411-0525
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Trustee his counsel and his experts if any will receive treatment equivalent to Passports having
general unsecured claim
Estate Assets Available to Pay Claims
As of this time the Trustee has only been able to locate and liquidate modest number of
assets the current cash on hand and various personal property assets total approximately $250000
However the Trustee and Passport believe that some portion or all of the $20940000 adjudicated
to have been transfentd to by Debtor has been transferred by the Debtor to purported trusts or
secret accounts in the Cook Islands and elsewhere The Debtor has admitted to the existence of the
Pink Panther Trust in the Cook Islands which currently holds approximately $4.6 million Kg
10 Order Approving Debtors Stipulation to Turn Over Assets to Trustee Dk No 255
11 Bona Fide Dispute and Need for an Agreement
12 If allowed as secured Passports claim would almost certainly result in no payment of
13 administrative claims and no distribution to unsecured creditors With this in mind Trustee and his
14 counsel have analyzed the efficacy of Passports secured claim and the merits of its claim of
15 constructive trust arguments The Trustee does not concede the priority and secured status of
16 Passports claim However contesting Passports claim and its priority would be lengthy and
17 time consuming process
18 Accordingly the Trustee and Passport enter this Agreement to avoid the expense and delay
19 of any challenge to Passports claims and allow more substantial payment to other creditors
20 In order to resolve the concerns of the Trustee on behalf of the other creditors and in
21 compromise Passport has agreed to carve out of its claim certain funds so that administrative fees
22 can be paid and has agreed that distribution may be calculated as detailed below so that allowed
23 claims of currently known creditors including general unsecured creditors can be paid pan passu
24 with Passport
25
26
27
28
MOTION FOR ORDER APPROVING COMPROMISE WITH PASSPORT MANAGEMENT455 I-9735.4046.vl
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REC_404
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Details of the Compromise
The following is summary of the substantive terms of the Agreement.4 Subject to
Bankruptcy Court Approval the Parties agree as follows
Passport shall have an allowed secured first-in-priority claim in the principal
amount of $11590628.98 Principal Sum Due The Principal Sum Due does not include post-
petition interest attorneys fees and other costs arising under California law collectively
Additional Claim
Passports Judgment Liens attached to all of Debtors assets that became property of
the estate as of the petition date pursuant to 11 U.S.C 541a Collateral Notwithstanding
10 the foregoing and in settlement of Passports constructive trust claims against Jana Olson or
11 Erlend Olson all property recovered under any theory of law or by consent from trusts settled by
12 Debtor in the Cook Islands including the Pink Panther Trust the other Cook Islands trust
13 described in an email from Wayne Philips to the Debtor dated August 28 2015 and including other
14 purported trusts in the Cook Islands and elsewhere and all other funds that the debtor who
15 describes herself as global person and who testified she has assets scattered everywhere as
16 referenced at pages 11061 107 of the seventh session of the Debtors testimony at the 341
17 examination dated April 12 2016 has sequestered around the world shall constitute property of
18 the estate subject to Passports first-in-priority secured claim
19 After conducting extensive investigation the Trustee is not aware of any liens that
20 are senior to the secured claim of Passport whose priority is subject to the provisions stated here
21 senior to all other claims and charges or any kind known and unknown and of any priority
22 however arising Other than as expressly provided nothing in this agreement is intended to
23 subordinate Passports Judgment Liens to any other claims or charges of any kind
24 From all assets administered by the Trustee that is subject to the Judgment Liens
25 Passport agrees to carve-out in the amount determined by the Court sufficient to pay all allowed
26 administrative and unsecured creditors as if Passport did not have any lien Carve-Out
27
28 All interested parties are advised to consult the PIR Agreement for all terms and conditions The statements contained
herein are summary of the material terms and conditions only
MOTION FOR ORDER APPROVING COMPROMISE WITH PASSPORT MANAGEMENT485 I-97354046.vl
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Trustees counsel will provide its draft application for compensation to Passport at
least seven days prior to filing it with the Court Nothing in this Agreement precludes Passport
from opposing any application for allowance of any administrative expense claims or from
objecting to the allowance of any claim filed against the estate
For purposes of mathematically calculating the distributions to Passport and to the
allowed claims of the general unsecured creditors who are identified in Recital pursuant to 11
U.S.C 726 but without affecting the status of Passport as first-in-priority secured creditor
Trustee shall use the Principal Sum Due in determining the amount to be paid to Passport on
account of its claim which shall be paid paripassu with the allowed general unsecured creditors
10 Once all allowed administrative priority and non-priority claims of presently
11 known creditors have been paid in fill then Passports Additional Claim will be paid as fimds
12 become available including all interest on the Principal Sum Due determined using the California
13 legal interest calculation at 10% per annum and attomeys fees and costs As of November 30
14 2016 Passports Additional Claim is $4546063.23 which includes post-petition attorneys fees
15 and costs and the total amount of Passports claim is thus $16136692.21 as of November 30
16 2016 In addition interest will continue to accrue at the California legal rate and additional fees
17 will continue to accrue until Passports entire claim has been paid in fill
18 Passport shall have the right to seek allowance of an administrative claim for its
19 costs including fees to its lawyers and experts under theory of substantial contribution whether
20 or not the Principal Sum Due has been paid in fill Such administrative claims as allowed will be
21 treated as costs of administration and paid as priority claims but will be subordinate to the fees
22 awarded to the Trustee and the Estates other retained professionals identified as of the date of the
23 filing of the motion to approve the agreement
24 Trustee shall have discretion to apply to the Court to abandon estate property but
25 prior to doing so he will confer in good faith with Passport During such conference Trustee will
26 consider retaining Passports counsel as the Estates special counsel so that any assets or classes of
27 assets that the Trustee determines not to pursue can be pursued by Passport on behalf of and for the
28 benefit of Debtors estate
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The Trustee shall have discretion in determining when to make distributions to
creditors including Passport Passport also will be entitled to distributions on account of its
Additional Claim after payment of the Principal Sum Due is paid Administrative Priority Creditors
may be paid prior to any payment to Passport The Trustee may hold back sums from any initial
distributions to ensure that the Trustees and his lawyers fees will be paid for their services
The Trustee has determined that this Agreement resolves any potential conflicts of
interest between Passport and the Trustee Upon entry of an Order approving this Agreement the
Trustee shall seek to employ Passports counsel Pillsbury Winthrop Shaw Pittman LLP as special
litigation counsel to the Estate to pursue specific assets as detennined by the Trustee
10 Legal Authority
11 The Court May Approve Settlement Of Pending Controversy
12 The court has the authority to decide whether to approve settlement of claims held by
13 bankruptcy estate Notice must be given to all creditors the United States Trustee the debtor and
14 indenture trustees as provided in FRBP 2002 and to any other entity as the court may direct See
15 Rule 9019a of the Federal Rules of Bankruptcy Procedure
16 It is well-established that compromise should be approved if it is in the best interest of
17 the estate and is fair and equitable for the creditors Schmitt Ulrich hi re Schmitt 215 B.R
18 417424 B.A.P 9th Cir 1997 ATKAT Company Guy Atkinson Company of Cal jfornia In re
19 Guy Atkinson Company 242 B.R 497 502 B.A.P 9th Cir 1999 At its base the approval of
20 settlement turns on the question of whether the compromise is in the best interest of the estate
21 The standards to be applied to the approval of settlement include
22 the probability of success of the litigation on its merits
23 the difficulties in collection on judgment
24 the complexity of the litigation involved and
25 the expense inconvenience or delay occasioned by the litigation and the interest of
26 creditors
27 In rcA CProperties 784 F.2d 1377 1380-81 9th Cir 1986 cert den Martin Robinson
28 479 U.S 854 107 S.Ct 189 1989
MOTION FOR ORDER APPROVING COMPROMISE WITH PASSPORT MANAGEMENT485 1-9735-4046.vI
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Although the court is to consider the range of results in the litigation the courts
assessment does not require resolution of the issues but only their identification so that the
reasonableness of the settlement may be evaluated emphasis added In re Hermitage Inn Inc
66 Bankr 7172 Bankr Cob 1986 Moreover it is not the bankruptcy courts responsibility
to decide the numerous questions of law and fact with respect to the merits of the litigation but
rather to canvass the issues and see whether the settlement falls below the lowest point of the
range of reasonableness In re Heissinger Resources Ltd 67 Bankr 378 383 C.D Ill 1986
The Probability of Success
The probability of success element weighs in favor of approving the Agreement Passport
10 asserts that it has judgment liens valid and enforceable in this bankruptcy case that cover all of
11 Debtors property through the JLPP the Abstracts and the ORAP as well as constructive trust
12 over such property The Trustee will not so stipulate First under state law the JLPP covers very
13 naiTowly defined personal property and Trustee believes that only lted amounts of the known
14 property of the Estate at this time falls under the statutorily defined property covered by judgment
15 lien on personal property such as accounts receivable However Passport disagrees and thither
16 believes there may be substantial undiscovered property that would be covered by the JLPP
17 Second the Abstracts only result in lien on real property To the best of Trustees and
18 Passports knowledge and investigation Debtor does not have nor did she have on the date the
19 Abstracts were recorded any interest in real property but the Debtor is not credible and there is
20 some indication that third parties are holding real estate assets for her
21 Third the ORAP was served on Debtor within the 90 days prior to Debtors Petition Date
22 SO Trustee believes the ORAP may be avoidable as preference
23 The amount of Passports claim is not in dispute only whether it is entitled to secured or
24 other priority status
25 The Trustee is confident that the Estates positions are well-founded but Passports
26 position is not without substantial merit The outcome of the issues is thus uncertain and counsel
27 for the Trustee and Passport respectfblly disagree on the likely result of the dispute over whether
28 Passport has lien on known or suspected Estate property that is valid and enforceable in
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bankruptcy Significantly the question of whether Passport has lien on an asset would likely need
to be litigated for each asset identified Should Trustee litigate and lose on the issue of whether
Passports lien covers particular asset not only would there be no value from that asset available
for distribution to unsecured creditors but there would be no ifinds from that asset available to pay
Trustees counsel for litigating the issue in the first place If Passport succeeds in proving every
asset in the Estate is subject to its liens the Estate would likely be administratively insolvent
On the other hand the Agreement will guarantee that Passports lien on Debtors property
has no effect on payment of the known unsecured or administrative claims
Thus to avoid the risk of an unfavorable outcome and to minimize the administrative costs
10 of the Estate the Trustee has exercised his business judgment by deciding to enter the proposed
11 Agreements
12 ii Difficulties in Collection
13 This factor is not applicable to this analysis The dispute to be resolved is whether or not
14 Passports claim is secured The only potential preferential transfer to be recovered is the ORAP
15 which would be accomplished by simply recording judgment Logistically Passports claim
1.6 would be treated as secured in the bankruptcy case or it would not there is no collection either
17 way Accordingly this factor neither weighs in favor of nor against approving the Agreement
18 iii Complexity of Litigation
19 Passport took several different steps to create liens on Debtors property prior to
20 bankruptcy and has asserted several different theories for why it is entitled to lien which survives
21 the bankruptcy filing Determination of some arguments for why Passport has lien issues will be
22 more complex than others For example avoidance of the ORAP should be relatively simple and
23 based on well-settled law On the other hand Passports argument that it is entitled to
24 constructive trust will require more complex legal analysis
25 The more complex and voluminous issues would arise from determining which assets if
26 any are subject to Passports alleged liens Debtor has created complex web of assets and
27 transfers and has been extremely reticent and unreliable in explaining and providing evidence to
28 establish what money went where Trustee and Passport have spent the 19 months this case has
10
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been pending attempting to unwind this web at great expense with limited success Whether
Passports liens attach to an asset would need to be investigated and litigated for each individual
asset in the Estate
The Trustee believes that while the complexity of the legal issues at hand varies the factual
investigation and development of the necessary evidence could prove difficult and expensive
Accordingly this factor favors approving the Agreement
iv Expense Inconvenience and Delay
Given the amounts in controversy this factor weighs heavily in favor of granting the
Motion
10 As stated in the previous section the question of whether Passports liens attach to an asset
11 would need to be litigated for every asset in the Estate Such individual determination of the
12 secured status of every item in the Estate would be cost-prohibitive and would require tracing that
13 given Debtors reticence to turn over records would be very difficult and unreliable Further each
14 new asset carries the risk that the entire value of the asset is subject to Passports liens allowing for
15 no upside to the Estate and deepening the ever-present risk of an administratively insolvent Estate
16 In addition Passport has considerably greater resources than the Estate If it chose to it
17 could make litigation extremely onerous and costly
18 Accordingly this factor favors approving the Agreement
19 The Court may approve the Carve-Out
20 carve-out agreement is generally understood to be an agreement by party secured
21 by all or some of the assets of the estate to allow some portion of its lien proceeds to be paid to
22 others i.e to carve out its lien position In re KVN Corp Inc 514 B.R 9th Cir BAP
23 2014 citing Costa Robotic Vision Sys Inc In re Robotic Vision Sys Inc 367 B.R 232
24 237 23 1st Cir BAP 2007 In re Besset 2012 WL 6554706 at 9th Cir BAP
25 2012 In In re KVN Corp Inc the Bankruptcy Appellate Panel for the Ninth Circuit the
26 BA held that courts should consider the following factors in deciding whether to approve
27 carve-out agreement between Chapter trustee and secured lender whether the trustee
28 fulfilled his or her basic duties whether there is benefit to the estate i.e prospects for
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meaningfhl distribution to unsecured creditors whether the terms of the carve-out
agreement been fully disclosed to the bankruptcy court Id at In sum courts should
scrutinize carve-out agreements to ensure that the agreement provides benefit to unsecured
creditors and is not merely an opportunity for the trustee to receive commission for making
distribution to secured creditor who could foreclose on the security interest itself Id at
Here the proposed Carve-Out satisfies the three required factors First the Trustee has
fulfilled his basic duties He has fully analyzed the issues surrounding Passports claimed lien
and evaluated the likelihood that Passports liens may attach to all known and suspected assets
of the Estate He has also fully evaluated the substantial risk to the estate if the Trustee is
10 unsuccessful in proving Passports liens do not attach to certain assets
11 Second there is significant benefit to the Estate if the Carve-Out provision of the
12 Agreement is approved All assets whether or not subject to Passports liens will be available for
13 payment of unsecured and administrative claims This creates certainty in the character of Estate
14 assets that enables the Trustee to more vigorously pursue additional assets without the risk that his
15 efforts will benefit only Passport
16 Third the Trustee has disclosed the Carve-Out and all terms of the Agreement to the Court
17 and seeks approval of the Agreement by this Motion The Trustee has met all of the requirements
18 for approval of proposed carve-out The Trustee negotiated the carve-out because it is in the best
19 interest of unsecured creditors The Court should therefore approve the Carve-Out in the context of
20 the Agreement
21 Approving this Motion without hearing is proper
22 Rule 9013-1o of the Local Banlcruptcy Rules LBR provides in relevant part as
23 follows Except as to matters specifically noted in paragraph o2 and as otherwise
24 ordered by the court any matter which may be set for hearing in accordance with LBR 9013-1
25 may be determined upon notice of opportunity to request hearing LBR 9013-1o
26 Section 1021B of Title 11 provides that after notice and hearing and similar
27 language authorizes an act without an actual hearing if such notice is given properly and if
28 such hearing is not requested timely by party in interest or ii there is insufficient time for
12
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hearing to be commenced before such act must be done and the court authorizes such act 11
U.S.C 1021BThe Trustee believes the Rule 9013-1o1 procedure is appropriate in this case Neither
motions to approve compromise nor carve-out agreements are excepted from determination with
the opportunity to request hearing pursuant to LBR 9013-1o2 Further the Trustee does not
anticipate any opposition to approval of the proposed Agreement because the proposed Agreement
is fair reasonable and will provide for more efficient and cost effective administration of the
Estate and will therefore serve the best interests of the Estate and its creditors The procedure will
save the Estate the fees and costs associated with conducting hearing on approval of matter
10 that the Trustee anticipates will not be opposed
11 Conclusion
12 In sum the Trustee believes that the evidence shows that consummating the Agreement is
13 in the best interest of the estate and its creditors In order to avoid the risk of an unfavorable
14 outcome to minimize the administrative costs of the estate and to maximize and expedite
15 distributions to creditors the Trustee has exercised his business judgment in deciding to enter the
16 proposed compromise The proposed settlement as memorialized in the Agreement represents
17 reasonable compromise that minimizesthe risk and costs of litigation while affecting substantial
18 and immediate recovery of assets by the estate
19 The Trustee believes that the Agreement is fair and reasonable and in the best interest of the
20 Estate because the Agreement will resolve all litigation regarding the treatment of Passports claim
21 and the effect of Passports alleged liens on property of the Estate reduce litigation expenses
22 avoid the risk of an unfavorable outcome The settlements are reasonable given the Trustees
23 assessments of the claims and resolving this dispute in the proposed manner will result in the
24 Estate maximizing limited resources for the benefit of creditors by avoiding unnecessary litigation
25 costs For the reasons stated above the Trustee has determined in his sound business judgment
26 that the proposed Agreement represents reasonable compromise that will minimize the risk and
27 costs of litigation Thus the Trustee respectifilly requests that the Court enter an order that
28 provides that
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The Motion is granted
The Agreement is approved including the Carve-Out
Passports claim is deemed an allowed secured claim
Trustee is authorized to take any steps necessary to consummate the
Agreement
Such other further relief as the Court may deem just and proper
DATED December 152016 MARSHACK HAYS LLP
By /s/D Edward Ha vs10 EDWARD HAYS
11ASILEYM.TEESDALE
Attorneys for Chapter Trustee
12 RICHARD MARSHACK
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
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Declaration of Richard Marshack
RICHARD MARSHACK declare as follows
1am an individual over 18 years of age and competent to make this Declaration
am an attorney at law duly admitted to practice before this Court and all courts of
the State of California
am the Chapter Trustee of the Bankruptcy Estate of lana Olson Debtor
If called upon to do so could and would competently testify as to the facts set
forth in this Declaration
10 The facts set forth below are true of my personal knowledge
11 reviewed the courts PACER docket for this case prior to execution of this
12 Declaration to refresh my memoiy as to the dates on which particular documents were filed and
13 confirm no further relevant documents were filed
14 make this declaration in support of the this motion to approve the compromise to
15 resolve all disputes between the Estate and creditor Passport Management LLC Passport
16 collectively with Trustee Parties regarding the status and treatment of Passports claim as set
17 forth in the agreement Agreement true and correct copy of the Agreement is attached as
18 Exhibit
19 On May 14 2015 the Debtor filed voluntary petition for relief under Chapter of
20 Title 11 of the United States Code Petition Date
21 On April 15 2016 Passport timely filed proof of claim asserting secured claim
22 against all assets of this Chapter Case which claim was assigned Claim No true and correct
23 copy of Claim No as filed is attached as Exhibit
24 10 Counsel for Passport has also informed me that in addition to judgment liens
25 Passport contends that all property of this bankruptcy estate is subject to constructive trust in its
26 favor
27 11 Wbile the dispute that Passport could establish constructive trust over all assets
28 of the Estate and that its judgment liens attached to all property of the Estate the proposed
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agreement provides the Estate with the same result as if Passport were treated as unsecured This
result is achieved without litigation costs
12 Four other creditors have filed general unsecured claims none of which as yet has
been either allowed or objected to Law offices of Louis Khoury in the amount of
$27584.29 Franchise Tax Board in the amount of $695.09 American Express in the
amount of $3612.53 and Weiss Spees LLP in the amount of $166250 true and correct
copy of the Claims Docket is attached as Exhibit By my calculation if Passports claim were
to be treated as general unsecured claim Passports claim would constitute 9832% of the general
unsecured creditor body
10 13 As of this time have only been able to locate and liquidate modest amount of
11 assets the current cash on hand and the estimated value of the remaining personal property in my
12 possession totals approximatçly $250000
13 14 While am confident that the Estates positions are well-founded and that it would
14 prevail in litigation against Passport However given the depth of Passports resources the well-
15 regarded attorneys representing it and the general risks of litigation achieving best case result is
16 uncertain and would prove very costsly
17 15 In my business judgment believe that the Agreement is in the best interests of the
18 Estate because it will guarantee that Passports lien on Debtors property has no effect on payment
19 of the known unsecured or administrative claims avoiding the risk of an unfavorable outcome and
20 minimizing the administrative costs of the Estate
21 declare under penalty of perjury that the foregoing is true and correct Executed on
22 December 15 2016 at Irvine California
23 __________________ifiCHARD MARSHACK
24
25
26
27
28
The Franchise Tax Board has also filed priority unsecured claim in the amount of $170.65
16
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EXHIBIT
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AGREEMENT BETWEEN TRUSTEE AND CREDITOR PASSPORT MANAGEMENT LLC
This Agreement between Trustee and Creditor Passport Management LLC the
Agreement is made this of November 2016 by and between Richard Marshack
Trustee in his capacity as Chapter Trustee of the bankruptcy estate of debtor Jana
Olson f/Ida Jana Doris Weelces Debtor and creditor Passport Management LLC
Passport creditor in the bankruptcy case of Debtor the Chapter Case being Case
No 815-12496 TA in the records and files of the United States Bankruptcy Court for the Central
District of California the Bankruptcy Court and its effectiveness is conditioned upon the
Banlcruptcy Courts entry of an Order approving the Agreement
RECITALS
On May 14 2015 the Debtor filed voluntary petition for relief under Chapter
of Title 11 of the United States Code Petition Date
On July 62015 Trustee filed notice of appointment and acceptance as
Chapter Trustee of Debtors bankruptcy estate
On April 15 2016 Passport timely filed proof of claim in the Chapter Case
which claim was assigned Claim No 3-1 Passports claim is based on multiple judgments and
orders obtained against Debtor prior to bankruptcy in that certain civil action the Civil Action
that Passport as plaintiff filed on February 22 2010 in the Superior Court of the State of
California in and for the County of Orange and named as defendants Debtor her spouse Erlend
Olson Spouse four limited liability companies formed by Debtor and 100 DOES being
Civil Action No 30-2010-00346521 in the records and files of that superior court The proof of
claim filed by Passport in the Chapter Case asserts that the amount owed by Debtor to Passport
as of the Petition Date was $11590628.98 and that the entirety of the claim is secured by the
following actions talcen by Passport in an effort to create judgment liens and no others
November 10 2014 Passport filed Notice of Judgment Lien with the
California Secretary of State which filing was assigned No 45748320002
JLPP
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On December 52014 Passport obtained issuance of Abstracts of Judgment
Abstracts regarding the Judgment it obtained on October 23 2014 which
Abstracts reflect total amount owed of $10396863.15
December 2014 Passport recorded an Abstract in Los Angeles County
as InstrumentNo 20141331179
ii On December 92014 Passport recorded an Abstract in Riverside County
as Instrument No 2014-0468244
iii On December 2014 Passport recorded an Abstract in San Diego County
as InstrumentNo 2014-0540944
iv On December 92014 Passport recorded an Abstract in Orange County as
Instrument No 2014000530481 and
On December 10 2014 Passport recorded an Abstract in Santa Barbara
County as Instrument No 20 14-0056636 and
On February 27 2015 Passport personally served Debtor with an Order to
Appear for Examination on March 19 2015 which order was entered by the
Superior Court on February 2015 ORAPPassport obtained Judgement the Judgment on October 23 2014 in the Civil
Action As provided in that Judgement Debtor is deemed to be the transferee of $20940000 in
funds fraudulently transferred to alter egos of the Debtor and is held jointly and severally liable
to Passport for all amounts owed by Spouse on prior unappealed and final several judgment
entered in the Civil Action against Spouse in May 2012 the May 2012 Judgment and is
held solely liable for other amounts due and owing from Debtor to Passport as set forth therein
The Judgment as of the date of its entry was in the principal amount of
$10396863.15 and provides for post-judgment interest at the rate of 10% per annum per
California Code of Civil Procedure 685.010 and for post-judgment attorneys fees and
collection costs to be added to the amount owing thereunder
No appeal was taken from the Judgment
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Passport contends that all of the Debtors property is subject to constructive
trust in its favor
In an adversary proceeding commenced against Debtor in the Chapter Case
jointly by Trustee and Passport this Court has now entered Judgment on October 19 2016 the
Non-Dischargeabilit-y Judgment denying and excepting the claim of Passport from the
Debtors discharge under section 532a as well as denying the Debtors discharge generally
under section 727 of the Bankruptcy Code
The Debtor has not taken an appeal of the Non-Dischargcability Judgment which
has now become non-appealable and final
Four other creditors have filed general unsecured claims none of which as yet has
been either allowed or objected to
Law offices of Louis Khoury in the amount of $27584.29
Franchise Tax Board in the amount of $695.09
American Express in the amount of $3612.53 and
Weiss Spees LLP in the amount of$ 166250
As of this tim the Trustee has only been able to locate and liquidate modest
number of assets the current cash on hand is less than $250000 but the Trustee and Passport
believe that some portion or all of the $20940000 has been transferred by the Debtor to
purported trusts in the Coolc Islands and elsewhere If the Trustee and Passport succeed in
recovering all or material portion of the funds the Debtor has purported to transfer or otherwise
hide and sequester the Trustee believes that Passport and the general unsecured creditors whose
claims are allowed could be paid substantial percentage of what they are owed or if all such
hidden funds are received may be able to pay such claims in full
If Passports claim is allowed as general unsecured claim and all other filed
general unsecured claims are allowed Passports claim will constitute 98.32% of the general
The Franchise Tax Board has also filed priority unsecured claim in the amount of$170.65
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unsecured creditor body Because Passport constitutes such large percentage of the creditor
body and stands to receive the vast majority of distributions from this estate the Trustee and his
counsel have analyzed the efficacy of Passports secured claim and the merits of its claim of
constructive trust
The Trustee and Passport thus enter this Agreement to avoid the expense and
delay of any challenge to Passports claims the Trustee acknowledges that contesting Passports
priority would be lengthy and time consuming process
Passport has assisted the Trustee in connection with locating assets to date and in
obtaining the Non-Dischargeability Judgment and in successfully seelcing to have the Debtor
found to be in contempt of this Court The Trustee and Passport have also been successful in
locating some assets that the Debtor attempted to hide and believe that there are additional
assets that need to be pursued by adversary proceeding To jointly pursue such assets the
Trustee needs to resolve any possible dispute with Passport so if appropriate and allowed by
this Court pursuant to Application to Employ the Trustee can retain Passports lawyers as his
special counsel to pursue such assets
In order to resolve the concerns of the Trustee on behalf of the other creditors and
in compromise Passport has agreed to carve out of its claim certain funds so that administrative
fees can be paid and has agreed that distribution may be calculated in such facts as detailed
below so that allowed general unsecured creditors can be paid paripassu with Passport
AGREEMENT
Now There fo based on the foregoing Trustee and Passport collectively the
Parties hereby agree as follows
The foregoing Recitals are acknowledged by the Parties to be true and correct and
forni the basis of this Agreement
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This Agreement is subject to Court approval The Trustee will file motion
pursuant to Rule 9019 of the Rules of Banlcruptcy Procedure seeking such approval within
days after receiving signatures from Passport and its counsel
Passport shall have an allowed secured first-in-priority claim in the principal
amount of $11590628.98 Principal Sum Due The Principal Sum Due does not include
post-petition interest attorneys fees and other costs arising under California law collectively
Additional Claim
Passports Judgment Liens attached to all of Debtors assets that became property
of the estate as of the petition date pursuant to 11 U.S.C 541a CCollateral
Notwithstanding the foregoing and in settlement of Passports constructive trust claims against
Jana Olson or FrIend Olson all property recovered under any theory of law or by consent from
trusts settled by Debtor in the Coolc Islands including the Pink Panther Trust the other Cook
Islands trust described in an email fiom Wayne Philips to the Debtor dated August 28 2015 and
including other purported trusts in the Cook Islands and elsewhere and other funds that the
debtor who describes herself as global person who testified she has assets scattered
everywhere around the world as referenced at pages 1106-1107 of the seventh session of the
Debtors testimony at the 341 examination dated April 12 2016 shall constitute property of the
estate subject to Passports first-in-priority secured claim
After conducting extensive investigation the Trustee is not aware of any liens that
are senior to the secured claim of Passport whose priority is subject to the provisions stated
here senior to all other claims and charges or any kind and of any priority however arising
Other than as expressly provided nothing in this agreement is intended to subordinate Passports
Judgment Liens to any other claims or charges of any kind
From all assets administered by the Trustee that is subject to the Judgment Liens
Passport agrees to carve-out in the amount determined by the Court sufficient to pay all
allowed administrative and unsecured creditors as if Passport did not have any lien
CarveOut
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Trustees counsel will provide its draft application for compensation to Passport
at least seven days prior to filing it with the Court Nothing in this Agreement precludes Passport
from opposing any application for allowance of any administrative expense claims or from
objecting to the allowance of any claim filed against the estate
For purposes of mathematically calculating the distributions to Passport and to the
allowed claims of the general unsecured creditors who are identified in Recital pursuant to
11 U.S.C 726 but without affecting the status of Passport as first-in-priority secured
creditor Trustee shall use the Principal Sum Due in determining the amount to be paid to
Passport on account of its claim which shall be paid pan passu with the allowed general
unsecured creditors
Once all allowed administrative priority and non-priority creditors have been
paid in full then Passports Additional Claim will be paid as funds become available including
all interest on the Principal Sum Due determined using the California legal interest calculation
at 10% per annum and attorneys fees and costs As of November 30 2016 Passports
Additional Claim is $4546063.23 which includes post-petition attorneys fees and costs and
the total amount of Passports claim is thus $16136692.21 as of November 30 2016 In
addition interest will continue to accrue at the California legal rate and additional fees and costs
will continue to accrue until Passports entire claim has been paid in full
10 Passport shall have the right to seek allowance of an administrative claim for its
costs including fees to its lawyers and experts under theory of substantial contribution
whether or not the Principal Sum Due has been paid in full Such administrative claims as
allowed will be treated as costs of administration and paid as priority claims but will be
subordinate to the fees awarded to the Trustee and the Estates other retained professionals
11 Trustee shall have discretion to apply to the Court to abandon estate property but
prior to doing so he will confer in good faith with Passport During such conference Trustee
will consider retaining Passports counsel as the Estates special counsel so that any assets or
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classes of assets that the Trustee determines not to pursue can be pursued by Passport on behalf
of and for the benefit of Debtors estate
12 The Trustee shall have discretion in determining when to malce distributions to
creditors including PassporL Passport also will be entitled to distributions on account of its
Additional Claim after payment of the Principal Sum Due is paid Administrative Priority
Creditors may be paid prior to any payment to Passport The Trustee may hold back sums from
any initial distributions to ensure that the Trustees and his lawyers fees will be paid for their
services
13 The Trustee has determined that this Agreement resolves any potential conflicts
of interest between Passport and the Trustee Upon entry of an Order approving this Agreement
the Trustee shall seek to employ Passports counsel Pillsbury Winthrop Shaw Pittman LLP as
special litigation counsel to the Estate to pursue specific assets as determined by the Trustee
14 This Agreement may be executed in one or more counterparts and facsimile or
electronic signatures may be used in filing this document with the Court
Dated November 2016 MARSHACK NAYS LLP
By________EDWARD HAYS
ASHLEY TEESDALEAttorneys for Chapter Trustee
RICHARD MARSHACK
Dated November 2016 PILLSBURY WINTHROP SHAW PITTMANLLP
ByPHILIP WARDENTHOMAS LORANAttorneys for Creditor
PASSPORT MANAGEMENT LLC
4844-CCS2-5189.vI
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EXHIBIT
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aEaLfsuwdn4paeTpA azim51-i F1IS 12/tJ1IIIB Eflrd dli Wffl@fljii5 19aeof26 of 127
Debtor Jana Olson ft k/a Jana Doris Weekes
Debtor n/aSpouse if tiling
united States Bankruptcy Courtferthe Central Disirict of California
Case number 815-12496-TA Chapter
Official Form 410
Proof of Claim ivis
Read the Instructions before filling out this form This form is for making claim for payment in bankruptcy case Do not use this form to
make request for payment of an administrative expense Make such request according to 11 U.S.C 503
Fliers must leave out or redact information that is entitled to privacy on this form or on any attached documents Attach redacied copies of any
documenis that support the claim such as promissory notes purchase orders invoices itemized statements of running accounts contracts Judgments
mortgages and security agreements Do not send original documents they may be destroyed after scanning If the documents are not available
explain in an attachment
person who files fraudulent claim could be fined up to $500000 imprisoned or up to years or both 18 U.S.C 152 157 and 3571
Flit in all the Information about the claim as of the dale the case was filed That date Is on the notice of bankruptcy Form 309 that you received
tfliFU Identifytile Claim
Wthe currentPassport Management LLC
Name of lha current creditor the person or entity lobe paid for this claim
Other names the creditor used with the debtor n/a
Has this claim beenNo
acquired from
someone else Yes From whom ________________________________________________________________________________________
Where should notices Where should notices to the creditor be sent Where shoutd payments to the creditor be sent ii
and payments to the different
creditor be sentPhilip Warden Esq
__________________________________________________
Bankruptcy ProcedureName
Pillsbury Winthrop Shaw Pittman LLP Name
FRBP 2002g Four Embarcadero Center 22nd Floor__________________________________________
Number Street Number Street
San_Francisco CA 94111__________________________________________
city Siete zip code City Slate ZiP Code
contact phone 914 9837260Contact phone
contact email phlllp.wardenpillsburylaw.con contact email _________________________
uniform claim identirier for eleclronic payments in chapter 13 ifyou use one
Does this claim amend 12 Noone already flied Yes Claim number on court claims registry if known ______ Flied on ___________________
MM 100 IYYYY
DoyouknoWlfanYOfle Noelse has filed proof Yes Who made the earfler filingof claim for this claim
Official Form 410 Proof of claIm page
EXHIBIT PAGE 24
Fill in this inerma flea te identity the case
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L1rukktvmA cnairnsn DRIEd VflW46 Eardddhwmththii5 1PaqaotMain Document 96 Page 27 of 127
Give information About the Claim as of the Date the Case Was Filed
Do you have any number No
you use to Identify the Yes Last digits of tit debtors account or any number you use to Identify the debtor
How much is the claim See Attachment Does this amount include interest or other chargesUNo12 Yes Attach statement itemizing interest fees expenses or other
charges required by Bankruptcy Rule 3001 c2A
What is tile basis of the
camExamples Goods sold money loaned ease services performed personal Injury or wrongful death or credit card
Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule 3001c
Limit disclosing information that is entitled to pflvacy such as health care Information
Judgments for violation of Calif Uniform Fraudulent Transfer Act
is all or part of the claim Nosecured Yes The claim Is secured by lien on property
Nature of property
Real estate lithe claim Is secured by the debtors principal residence file Mortgage Proof of Claim
AttachmentOfficial Form 410-A with this Proof of Cia/rn
Motor vehicle
12 Other DescrIbe Judgment liens see Attachment
Basis for perfectIonSee Attachment
Attach redacted copies of documents if any that show evidence of perfection of security interest for
example mortgage lien certificate of title financing statement or other document that shows the iien has
been filed or recorded
Value of property $_________________
Amount of the ciaim that Is secured $___________________
Amount of the claim that is unsecured The sum of the secured and unsecured
amounts should match the amount inline
Amount necessary to cure any defauit as of the date of the petition $___________________
Annual interest Rate when case was flied_______
Fixed
variable
10 is this claim based on Nolease
Yes Amount necessary to cure any default as of the date of the petItion $_____________________
11.isthisciaimsubJecttoa No
right of setoftYes Identify the property
Official Form 410 Proof of Claim page
EXHIBIT PAGE 25
REC_426
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dllini51-l IFIISI /LB5IJL da2Iflo519aaof
12 Is all or part of the claim
entitled to priority under11 U.S.C 507a
claim may be partly
priority and partly
nonpriority For examplein some categories the
law limits the amountentitled to
priority
Yes Check alt that apply
LI Domestic support obtigations including alimony and child support tinder
11 U.S.C 507a1A or alBUp to $2775 of deposits toward purchase lease or rental of property or services for
personal family or household use 11 U.S.C 507a7
Wages salaries or commissions up to $124751 earned within 180 days berore the
bankruptcy petition is filed or the debtors business ends whichever is earlier
11 U.S.C 507a4
Taxes or penalties owed to governmental units 11 U.S.C 507a8
Contributions to an employee benefit plan 11 U.S.C 507a5
Other Specify subsection clii U.S.C 507aLj that applies
.ima Sign Below
Amounts are subject to adjustment on 4/01/16 and every years after that for cases begun on or alter the date of adjustment
The person completingthis proof of cialm must
sign and date It
FRBP 9011b
If you file this claim
electronically FRBP
5005a2 authorizes courts
to establish local rules
specifying what signature
Is
person who files
fraudulent ciaim could be
fined up to $500000
Imprisoned for up to
years or both
18 U.S.C 152157 and3571
Check the appropriate box
arm the creditor
am the creditors attorney or authorized agent
lam the trustee or the debtor or their authorized agent Bankruptcy Rule 3004
am guarantor surety endorser or other codebtor Bankruptcy Rule 3005
understand that an authorized signature on this Proof of Claim serves as an acknowledgment that when calculating the
amount of the claim he creditor gave the debtor credit for any payments received toward the debt
have examined the information In this Proof of Claim and have reasonabie belief that the information is true
and correct
declare under penalty of perjury that the foregoing is true and correct
Executed on date 04/14/2016MM DO WY
JUtU itPrint the name of the person who is compteting and signing hls claim
Name
TIta
company
Address
conlact phone 415-694-7567 Emat waibertltäjassportoapital.com
Official Form 410 Proof of Ia im page
EXHIBIT PAGE 26
Main Document 96 Page 28 of 127
NoAmount entitled to priority
William Guy Alberti
First name Middle name Last name
General Counsel and Chief Compliance Officer
Passport Capital LLC sole member of Passport Management LLC
identify thecorporate
servicer as the company if the authorized agent isa servicer
One Market Street Steuart Tower Suite 2200
Number Street
San Francisco CA 94105
cay State zi code
REC_427
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 35 of 375 Page ID #:565
G1UkL2TM cflioi5n HRISI FZLL5/JL /1C51PaetofMain Document 96 Page 29 of 127
Philip Warden Cal Bar No 54752Thomas Loran III Cal Bar No 95255Laura Hurtado Cal Bar No 267044PILLSBURY WINTHROP SHAW PITTMAN LLPFour Embarcadero Center 22nd Floor
San Francisco CA 94111-5998
Phone 415 983-1000
Fax 415 983-1200
Counsel for Passport Management LLC
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
lure10 CaseNo 815-12496-TA
JANA OLSONf/Wa Jana Doris Weekes Chapter
12
Debtor Hon Theodor Albert
13
14ATTACHMENT TO PROOF OF CLAIM
15 OF PASSPORT MANAGEMENT LLC
16
17 Passport Management LLC Claimant hereby submits this attachment to
18 its proof of claim against debtor Jana Olson f/k/a Jana Doris Weekes CDebtor and
19 represents as follows
20 BACKGROUND
21 Claimant is the plaintiff in that certain legal action the Civil Case styled
22 Passport Management LLC vs Erlend Olson an individual Jana Olson an individual
23 Horse Power Investments LLC a/Ic/a Horse Power LLC Vistas Infinitas LLC Sugurbere
24 Enterprises LLC Charmoya Enterprises LLC et at Case No 30-2010-00346521
25 commenced in the Superior Court of the State of California in and for Orange County the
26 Superior Court on Febniary 22 2010 In the Civil Case Claimant seeks among other
27 things recovery from Debtor under Californias Uniform Fraudulent Transfer Act Calif
28 Civ Code 3439 etseq
EXHIBIT 24J%9g3
REC_428
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GàJSEJ423WTPA a1im5n flIS DflWJ16 iIO51flaqSofMain Document 96 Page 30 of 127
Three judgments have been entered in the Civil Case aU of which are final
and non-appealable
judgment entered on May 11 2012 in favor of Claimant and against
Erlend Olson in the principal amount of $6063980.79 plus allowable
costs and fees the May 2012 Judgment
separate judgment entered on June 12 2014 in favor of Claimant
jointly and severally enjoining Horse Power Investments LLC a/Ida
Horse Power LLC Horse Power and Vistas Infinitas LLC Vistas
Tnfrnitas as transferees of $20940000 in fraudulently transferred
10 finds to satisfy the May 2012 Judgment plus Claimants recoverable
11 costs the June2014 Judgment and
12 separate judgment entered on October 23 2014 in favor of Claimant
13 enjoining Debtor as the alter ego of Horse Power and Vistas Infmitas
14 and thus the transferee of $20940000.00 in fraudulently transferred
15 funds to satisfy the May 2012 Judgment in full in the then-current
16 amount of $10396863.15 plus post-judgment interest and costs the
17 October 2014 Judgment.3
18 Debtor has failed and refused to pay the October 2014 Judgment in whole or
19 inpart
20 Two discovery monetary sanctions awards have been made in the Civil Case
21 in favor of Claimant and against Debtor both of which are final and non-appealable
22
23
24
25 __________________________
26 copy of the May 2012 Judgment is attached hereto as Exhibit
27 copy of the Notice of Mine Pro Tune Amendment of Default Judgmen4 filed on October 16
2014 which includes copy of the June 2014 Judgment is attached hereto as Exhibit
28 copy of the October 2014 Judgment is attached hereto as Exhibit
-2- EXHIBIT 24%q0q
REC_429
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G1fSLIkktflTM dflaimSl-1 FIiSI DflWITh Ith1aO51WaqofMain Document 96 Page 31 of 127
By ruling dated July 17 2014 Claimant was awarded monetary
sanctions against Debtor in the amount of $237o.O0 and
By ruling dated September 19 2014 Claimant was awarded monetary
sanctions against Debtor in the amount of $5000.00
Debtor has failed and reftsed to pay the foregoing discovery monetary
sanctions awards in whole or in part.6
Three discovery monetary sanctions awards have been made in the Civil
Case in favor of Claimant and against inter alia Horse Power and Vistas Inuinitas all of
which are fmal and non-appealable
10 By ruling dated July 26 2013 Claimant was awarded monetary
11 sanctions against inter alia Horse Power and Vistas Infmnitas in the
12 amount of $5O0.O0
13 By ruling dated August 2013 Claimant was awarded monetary
14 sanctions against inter alia Horse Power and Vistas Infmitas in the
15 amount of $1240.00 and
16 By ruling dated June 12 2014 Claimant was awarded monetary
17 sanctions against inter alia Horse Power and Vistas Infmitas in the
18 amount of $1O000.oo
19
20 ________________________
21 copy of the July 17 2014 Minute Order entered in the Civil Case is attached hereto as
Exhibit
22copy of the September 19 2014 Minute Order entered in the Civil Case is attached hereto as
23Exhibit
Debtor paid four other discovery monetary sanctions totaling $17460 in 2013-2014 which are24 not included in the Claim total set forth herein
25 copy of the Notice of Ruling related to the July 26 2013 discovery monetary sanctions award
made in the Civil Case is attached hereto as Exhibit
26copy of the Notice of Ruling related to the August 22013 discovery monetary sanctions award
27made in the Civil Case is attached hereto as Exhibit
copy of the Notice of Ruling related to the June 122014 discovery monetary sanctions award
28 made in the Civil Case is attached hereto as Exhibit
EXHIBIT
REC_430
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 38 of 375 Page ID #:568
cEATh5Jk12Z$PA clkmsfl IPIIS Dfl1 IDtswd S/Th4iith1aiiU5 19aqofMain Document 96 Page 32 of 127
As the alter ego of Horse Power and Vistas Infinitas in accordance with the
October 23 2014 judgment attached as Exhibit Debtor is liable to Claimant for
payment of the foregoing discovery monetary sanctions awards against Horse Power and
Vistas Infinitas but Debtor has failed and reftised to pay the foregoing discovery monetary
sanctions awards in whole or in part
On or about November 10 2014 Claimant filed with the California
Secretary of State Notice of Judgment Lien in connection with the October 2014
Judgment with respect to all property against which judgment lien on personal property
may attach under section 697.53 of the California Code of Civil Procedure
10 Collateral.0 The Notice of Judgment Lien also was filed in the Superior Court on
11 December 2Ol4 On December 2014 the Clerk of the Superior Court issued an
12 Abstract ofJudgment which Claimant duly recorded in Los Angeles County Santa Barbara
13 County Riverside County San Diego County and Orange County all on or about
14 December 92014.12
15 10 On May 14 2015 the Petition Date Debtor commenced the above-
16 captioned case by filing voluntary petition for relief under chapter of title 11 of the
17 United States Code the Bankruptcy Code in the Bankruptcy Court for the Central
18 District of California the Bankruptcy Court
19 11 The Bankruptcy Court set April 19 2016 as the deadline for filing proofs of
20 claim in this chapter case the Bar Date See Dkt No 206
21
22
23
24 _______________________
25 copy of the UCC Filing Acknowledgment from the California Secretary of State regarding the
Notice ofJudgnent Lien is attached hereto as Exhibit
26copy of the Notice of Judgment Lien as filed with the Clerk of the Superior Court is attached
27hereto as Exhibit 10
12
Copies of the Abstract ofJudgment as filed in the respective Recorders offices are attached
28 hereto collectively as Exhibit 11
EXHIBIT 24g.%ç4q
REC_431
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G1ikk12ZTM dllsioi5n URIS F2/L1I5tle
Main Document 96 Page 33 of 127
12 As of the Petition Date Debtor owed Claimant $11590628.98 pursuant to
the October 2014 Judgment.13 This sum consists ofA the $10396863.15 due under the
October 2014 Judgment pjj $482571.92 in prepetition interest on $8676785.71
thereof at the statutory annual rate of 10 per cent and ii $692083.91 in prepetition
attorneys fees and expenses allowable under the October 2014 Judgment through the last
calculation for purposes of the Civil Case dated January 26 2015 and prepetition interest
thereon at the statutory annual rate of 10 per cent and total of $19110.00 in sanctions
awards as noted above
CLAIM
10 13 By its proof of claim and this attachment thereto Claimant asserts all claims
11 against the Debtor under the May 2012 Judgment the June 2014 Judgment the October
12 2014 Judgment and the sanctions awards noted above ii the Bankruptcy Code and iii
13 all other applicable law including but not limited to claim in the amount of not less than
14 $11590628.98 due as of the Petition Date jj any allowable post-petition interest at 10%
15 per annum fees and costs thereon collectively the Claim The Claim is secured to the
16 extent of the value of any and all Collateral
17 RESERVATION OF REGIITS
18 14 Claimant reserves its right to amend and/or supplement its Claim at any time
19 and in any manner and/or to make additional submissions for any additional claims which
20 may be based on the same or additional documents or grounds of liability The Claim is
21 being filed under the compuision of the Bar Date
22 15 Filing the Claim is not waiver or release of Claimants rights claims or
23 defenses against any person entity or property ii waiver or release of Claimants rights
24 to have any final order entered by or other exercise of the judicial power of the United
25 States performed by an Article III court iii waiver or release of Claimants right to
26 __________________________
27 In Debtors schedules filed on June 18 2015 Debtor listed Claimant in Schedule for notice
purposes only and as having an unsecured non-priority claim that is neither contingent
28 unliquidated nor disputed yet for an unknown amount See Dkt No 34
EXHIBIT
REC_432
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ca1f5Ukk1fl3TPA Gkmsfl IRS FZ111571L6
Main Document 96 Page 34 of 127
have any and all final orders in any and aJI non-core matters entered only after tie novo
review by United States District Judge iv consent by Claimant to the jurisdiction of
the Bankruptcy Court for any purpose other than with respect to this Claim an election
of remedy vi waiver or release of any rights which Claimant may have to jury trial
vii waiver of the right to move to withdraw the reference with respect to the subject
matter of this Claim any objection thereto or any other proceedings which may be
commenced in this case against or otherwise involving Claimant including without
limitation any adversary proceeding that was or may be commenced by any party in this
case viii waiver of Claimants rights to make additional requests for payment of an
10 administrative expense under the Bankruptcy Code or ix waiver of Claimants right to
11 seek or continue seeking denial of discharge with respect to the Claim or the Debtor
12 NOTICES
13 16 All objections notices requests or any other filings or submissions with
14 respect to the Claim should be sent to the following
15 Philip Warden EsqThomas Loran Ill Esq
16 PILLSBURY WINTHROP SHAW PIflMAN LLP
17Four Embarcadero Center 22nd Floor
San Francisco CA 94111-5998
18 Phone 415 983-1000
Fax 415 983-1200
thonrns.1orancpi1lsbury1aw.com
20
21
22
23
24
25
26
27
28
-6-EXHIBIT
REC_433
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Ca aiis-i tylk-raTA clainfl7l UJQ4I1Main Documeriiijf 9age 35 of 127
Exhibit
EXHIS1T2 PAGE 33
REC_434
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 42 of 375 Page ID #:572
ll5-thIk-fl4axSTA asis71 mstuQ4t1 metMthflht6 r1ëii51Pa.tdMain Documentf 9Page 36 of 127
PILLSBURY WINTHROP SHAW PIUMAN LLP
THOMAS LORAN III 95255SUPERIOR
ANDREW LANPHBRE 191479JEFFREY JACOBI 252884 CENrnALJU$TIOE CENTER
50 Fremont Street Fifth Floor WVSan Francisco CA 94105 112012
Telephone 415 983-1000 ALANCRLSONFacsimile 415 983-1200
PILLSBURY WINTHROP SHAW PITFMAN LLP G.HERNAND0Lt
GEVIIC BAUNDASSARIAN 223476725 South Figueroa Street Suite 2800
Los Angeles CA 90017
Telephone 213 488-7100
Facsimile 213 629-1033
Attorneys for Plaintiff Passport
Marwgemcnl LLC10
11 SUPERIOR COURT OF THE STATE OF CALIFORNIA
12 COUNTY OF ORANGE
13 UNLIMITED JURISDICTION
14
PASSPORT MANAGEMENT LLC No 30-2010-00346521
15
Plaintiff ASSIGNED FOR ALL PURPOSES TO16 JUDGE JAMOA MOBERLY
vs DEPARTh4ENT 012
.17
ERLEND OLSON an individual JANA18 OLSON an individual HORSE POWER JUDGMENT
INVESTMENTS LLIC a/Icia HORSEPOWER LLC VISTAS NFNITAS LLCSUGURBERE ENTERPRISES LLC
20 CHARMOVA ENTERPRISES LLC and
DOES through 100 inclusive
21
Defendants
22 ________23 Pursuant to this Courts Order dated June 13 2011 trial of the Sixth Cause of
24 Action alleging transfers of property in violation of the Uniform Fraudulent Transfer Act
25 Civ Code 3439 seq was severed from the trial of the other issues in this case and the
26 non-severed counts to wit the First Second Fourth Fifth and Seventh Causes of Action
27 that are aJleged in the operative Verified Fourth Amended and Supplemental Complaint
28 solely against defendant Erlend Olson cEixue on regularly for trial on February 21 2012 in
703677668y
JUDGMENT
EXHIBIT PAGE 34
REC_435
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 43 of 375 Page ID #:573
Ca i15-lhIk-Jl2flTA clath 71 RH ethQ41t d1 1Th6 rtxG15 1a12Main Documellf gsDage 37 of 127
Department C12 of the above-entitled Court the Honorable Jamoa Moberly presiding
and sitting without jut7 jury having been duly waived Plaintiff Passport Management
LJJC appeared at the trial by its attorneys Thomas Loran 111 and Jeffiey Jacobi Olson
appeared in prop/a persona Evidence both oral and documentary having been presented
by both parties during the trial conducted on February 21-23 February 27-29 March and
March 6-7 2012 the cause haying been argued and submitted for decision and the Court
having issued its Nodce of Tentative Decision on April 2012 which thereafter became
the Courts Statement of Decision and having further determined in accordance with
sections 578 and 579 of the Code of Civil Procedure that several judgment against Olson
10 is proper and that this action may thereafter proceed as to the other defendants on the
11 severed Sixth Cause of Action it is hereby ORDERED ADJUDGED and DECREED in
12 accordance with said Statement of Decision as follows
13 Plaintiff Passport Management LLC shall have and recover from defendant
14 Erlend Olson the sum of _______________whieh amount includes pre-judgment
15 interest through the date of entry of this Judgment
16 Plaintiff Passport Management LLC shall recover from defendant Erlend
17 Olson its coals of suit including reasonable attorneys fees pursuant to Code of Civil
18 Procedure section 1033.5alOA in the amount of$_________ in accordance with
19 Rule 3.1700b4 of the CaliforniaRules of Court and
20 th accordance with Code of Civil Procedure section 685040 attorneys fees
21 in enforcing and pollecting this Judgment are included as costs collectible under Title of
22 Part of the Code of Civil Procedure commencing with section 680.010 ci
23
24
25 Dated Mayj 2012 ___________ _________________
JutheSujjjrCourt
-2 703677668y1
JUDGMENT
EXHIBIT PAGE 35
REC_436
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Case ItIISJk-naTA aU-i$ 471 RHtJiQ411 Nf 19a4Main Documeniljf 9Page 38 of 127
exhibit
EXHBrr2 PAGE 36
REC_437
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 45 of 375 Page ID #:575
aIIS-III-I2aTA tYathS 3171 flfl Q41tffi EThaKEtII âthJOFILED
Main Documervbf geDage 39 of 127 Supedor Court of California
County of Orange
lOtlW2Ol4at 122400 PM
Clerk of the Superior Court
PILLSBURY WINTHROP SHAW PITTMAN LLP By Diana Nurmart.Deputy Clrk
THOMAS LORAN III 95255JEFFREY JACOBI 252884LAURA HURTADO 267044Four Embarcadero Center 22nd Floor
San Francisco CA 94111
Telephone 415983-1000Facsimile 415 983-1200
Attorneys for Plaintiff and Judgment
Creditor Passport Management LLC
SUPERIOR COURT OF THE STATE OF CALIFORNIA
10 COUNTY OF ORANGE
11 UNLIMITED JURISDICTION
12
PASSPORT MANAGEMENT LLC No 30-2010-00346521
13
Plaintiff ASSIGNED FOR ALL PURPOSES TO14 JUDGEPETER WILSON
vs DEPARTMENT C1215
ERLEND OLSON an individual JANA NOTICE OF NUNC PRO TUNC16 QLSON an individual HORSE POWER AMENDMENT OF DEFAULT
INVESTMENTS LLC a/k/a HORSE JUDGMENT17 POWER LLC VISTAS INFINITAS LLC
SUGURBERB ENTERPRISES LLC18 CTAflMOXA ENTERPRISES LLC and
DOES through 100 inclusive
19
Defendants
20____________________________________
21
22 To defendant Jana Olson in propria persona
23PLEASE TAKE NOTICE that on October 2014 the Court on its own motion
24 amended nunc pro tune the several Default Judgment entered on June 12 2014 against
25defendants Horse Power Investments LLC a/k/a Horse Power LLC and Vistas Infinitas
26 LLC and in favor of Plaintiff and Judgment Creditor PASSPORT MANAGEMENT LLC
27 Plaintiff in the above-entitled action pursuant to sections 578 and 579 of the Code of
28Civil Procedure and dismissing without prejudice Plaintiffs action against defendants
705532231v1
NOTICE OF NUNC PRO TUNC AMENDMENT OF PEFAR1HiPP1E2TPAG 37
REC_438
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 46 of 375 Page ID #:576
Case i15-Wk-J24-TA c1ainS 471 flU thQ411 EAaeM WThI5L6 rtöi5 1Pa45Main Documentif 9Page 40 of 127
Sugurbere Enterprises LLC and Charrnoya Enterprises LLC true and correct copy of
the Minute Order dated October 2014 that attaches said Default Judgment reflecting such
nunc pro tunc amendment is attached hereto as Exhibit
Dated October 102014
PILLSBURY WINTHROP SHAW PITTMAN LLPTHOMAS LORAN ill
JEFFREY JACOBILAURA IUJRTADO
By7ttosccts
Thomas Loran III
10
Attorneys for Plaintiff and Judgment11 Creditor Passport Management LLC
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28705532231v1
NOTICE OF NI/NC PRO TI/NC AMENDMENT OP DEFAULT JUDGMENT
EXHIBIT PAGE 38
REC_439
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 47 of 375 Page ID #:577
ll5-lljk-11241-TA aathsLvl fl RIThhLO rt5i5 19a6Main Documenthf 9Page 41 of 127
EXHIBIT
EXHIBIT PAGE 39
REC_440
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 48 of 375 Page ID #:578
tllS-thk-flflTA aaais 71 Riltfl241I Bat4lRi ThhLG rtth15Main DoCumerthf 9Page 42 of 127
SUPERIOR COURT OF CALIFORNIACOUNT OF ORANGE
CEMTRAL JUSTICE CENTER
MINUTE ORDER
DATE 10107/2014 TIME 113000 AM DEPt 012
JUDICIAL OFFICER PRESIDiNG Peter Wilson
CLERK Martha Dlaz
REPOITER/ERM NoneBAILIFF1COURTA11tNDANT None
CASE NO 3O4010sOO346621CtJBCkCJC CASE INIT.DATE 02/2212010
CASETITLE Passport Management LLCvs Olson
CASE CATEGORY CMI Unlimited CASE TYPE Breath of Contract/Warranty
EVENT ID/DOCUMENT 72038868
EVENT TYPE Chambers Work
APPEARANCES
There are no appearances by any party
On the Oourts own motion the Default Judgment entered by th Court on June 12 2014 copy cfwhich is attathed hereto Is amended to delete on line 22 on page the words the Clerk of the OrangeCounty Superior and on line 23 on page the words Court for colleotiori and pursuant to its
judgment lien herein The Default Judgment attached is so amended
The clerk Is Ordered to jlve notice to plaintiff Which Is Ordered to give notice to all other parties
DATE 1010712014 MINUTE ORER PageDEPT 012
Calendar No
EXHIBIT PAGE 40
REC_441
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 49 of 375 Page ID #:579
ll5-lbk-fl46-TA aabis 471 flU HiQ411 Bt121fltt6u1ia5 1Pa8Main Documerbf 9Page 43 of 127
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EXHIBIT PAGE 41
REC_442
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 50 of 375 Page ID #:580
Case aiL5-bk-J1241-TA 6Yath$71 fl i241t 8ThEN1 1ThhL6 rliãiflb
Main Documertf 9Page 44of 127
nflege IA tlwoperuttn Vexf1ed PouxtUmended eM Suppltnaental CümplSnt aki1y
ageS detdat ZrIS 0130ix die 7qdgniextt ebor reukd in the tntry of eycra1
Judgiaeut In aooorSoewftb MeclclnB 578 and $79 of Qode oflclt 1rLledutG egelnl3t
tlw Iudgent tebto
VLeMItGr the ntw aito pooeegs relate4 to the Sttth Ceuse of Mttoa was
dianolved and irotdal dlqovary eiuined fix pepttn Ibr the phase WO tdal taM
oawe of aotJ Duta the aoure of euch phase i.wi dlsoove pzo dina bebi the
ILO Defendants ongaed In pemtstotit pejuith4 ebuae of the cGveIprooeB ud
es aesu1t the detulte of eagix oftlrntLC Debnda txvere eneeted bath on ot abotii
20 eSuaty1Z2014
17 aooHanoe with the afireGaLd entry of thedefttts ofoath of the XLO
ObSrim thin Oou4 in tii exrq1sa fln 4IUQMOA under eubpavajiraph off CoO of
13 Qivll Prooodare Son 5S5 ordereaihat PIthtUma.y use sdav1 In llt oferuotte1
14 teuSny auto all of the evldea.oe orpof rerau1ze lube ofred1 rocetved orhear4 in
00 nthIIs epplic oSrst de dgiucnt sdPlttIthubu2ittedeuoh
16 a34vlIs our aboutMarob 112014 toaether with1 and EWflott oZ tts aplioatka br
17 0AtV ofd udmant aa1nfl aaoh of the LLC flftE4S heroatx Ifled and
18 setS certz uddlttS bSn es dfrooted by the Coua
10 The Court 1nwlç oonsldem4 mild deftuttjudgtiont appfleattot end the evhtnce
20 preaentd blnthk nvippor tftere4 being OthOS4JO 1Iy adVlM4 And havhz LWtttI
21 oodoeuee therefo itia berobyQ2 flIZTh aaflfl au bllowa
P1a4At1fPasnpoa Msxtagentant LW llabtTh vMU have Jud$nxont
2a nteS in it Ivol wtd agt4mg defndaaBbraa Power tuveutlnex% I4C a/k/a Xoe
24 Power YLC .Eorue ow Wtu toThtas LLCi VbtBs Znflnitaa on Stth
2$ Qauue otAoIou alleged IA the operttlva Verliled lkusth Aniended awl flupIemenW
26 Cmalttt hld on Thxuazy 20 ZO12 violaticu oftho Yu rnzBrauduleui Thanfer Set
27 ihe kVTM
28
76fl668vt
EXHIBiT PAGE 42
REC_443
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 51 of 375 Page ID #:581
i15-bik-flflTA tiathS 471 eHi241t 8tUmN1 diRt Th6 it5i15 1aOMain Documertf 9Page 45 of 127
tn the erS of the CourVa dboredoa DflrIflmut to CQde of GM Vmoduro
sat1om 51$ and SW the Yourtherthy ailowa oat of epatte Bevora judgment ggthst
ZomePowssidVtasXitat
Itt qooordtoecytthQLyjj Code eottoa 313907 1aint1a entIt1e to
dO1O1j jdgnzent under thXJZTA aganat dMantsEtorge ródYMa Mtaa
wUbibws
at tiw ftow1pgMd ats totaling $1S9000Q were m4e by the
udgmnt fleltoi Eore Power Sfor Viatau nhitaa us peoMed bow wlUa
thn intent to binder delay or Saud h1 oreditora vIolatlon of CtIt Code
to 42904a.Xl an4tbzt suoli tavaitix thereLte avoidable by P1iinthpuwxu
11 topat%va9b ofs bdIviatot 0f CIi Code 2480.01
12 48Q1000tansibitorn 1\zdguenXDebtorto V1taa ThiWtaa lXuno 2007
13 11 $1OOOO wthr from entbebthAjtbsnk Moun vitth In
14 OIon to ore Power 1nJui 2007
15 III $ffOS00QtranS from
lwamdflobtepiohitbezk Acoiuxwit1thiua
16 GIno o3orcPoworlaJu1y2OO1
17 lv $3OO1OOnefrom%mentDebtorejoJntbavMuoimtw1thiuia
It Olao so 1bter rhtAxtguat o12001 aepavatetaS
19 $10000 tvauaibr om ndgwnt Debtor to Rome Thwer lit September2001
20 vi
21 CXsotzto Rama Power In eptewber 2007
vii 239400 tairrn3WgmtbebtortoxrsePower14gyeaaS
23 2007
24 vilE $toi000 from tt4mont Vebtor to RorsePrwer InDeaembefloofl
25
26 fz $85000 tranr from udgmnnt Xebtorlo Ite lower lit Thnualy 2008 Md
21
EXHIBIT PAGE 43
REC_444
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 52 of 375 Page ID #:582
ll5fl-124-TA aUi$V1 RB thth1241t iai2lThbtO 119iü5 1adMain Documertf 9Page 46 of 127
flo folbwbg ibnil ttora totaling $19O5QDQ weti inadb by
judnHeborBS4 Ol8oato Roruo Power SOrV Thfltff peo1fled
below b7 and 1brou1i alter egos TheX oueOvorseasLbi1ted Trne
and NCZQ LV wltht htcntto bfrt dMa or defr4td bLs itoi In
.3 violiArn of Clvii CQdD 2439.u4i andtt eanb aooh transfer Lu totbre
avoldthle by lan pnrauant to paagrafl1 of aubdivblon of 0141 Ckde
$300OOO ttaaer tomEZMBQ LPI ThimoPowar hi
IL $2000OQfrontftotnoEouuetoSserowernOorof2006
10 flu $400C00 transfer om Tree flbuseto orse Power InThvetber of 2004
11 lv $200 ThftomTceEous to Rorse PowSNbsh ofZOO7 and
12 $l5QO00Qtrausfer ftomTreeXnaotaVstnitnaflnnu07
13 tn aeôoxdance with OWU Codese.3439.07 la ntli1 Stied to ftrthgr
14 irunatlve n4 deolaratory relleSder STJflA agInsdXorae Pawer and Vktacs Thtu
15 naibllowa
ttoftbmePowndVatgsThfithtaa antaU pesouncIngin
17 onoea with any .o21wx re resfralS and etjoLned to pay afl ofthe ttoriaald
18 frandulSy tsiwstitod finde up to and LrnWdluatbe estTie amouS of the
19 naatkfled and outtwidng judgment entered herein hi Awor taMtliaxid agalxwt
20 JudnwAt debtor Briend Q1oi tohid alt poat4adtiaent bterstn4 coste btie
21 total suns as ifline 12 2014 a2$9ZS$54Z.4 wblob sum eexs ntetegat the rate
22 oflQ% per yar Eon June 2014 toSiâ.e44ttaneewyj$pQt
laIp 41
24 ThsnsaaldjudgmentunnJudttdefrtarEz1endOlon
2$ rttaInn unsatinflu4 P1nlntLixiuy riat1td said Jud3lnws% In whole arm part baee4
26 on 45et1UA OJtQr ftGIOA any tiW asset4 t1 any ofltorae Power undtor
27 thtarGanbjeottolevynnd
28
______44
EXHIBIT PAGE 44
REC_445
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 53 of 375 Page ID #:583
aisa-n4-TA tlSit71 RUH1I2411 a141th3ht6 t1äQ5
Main Documenbf 9eDage 47 of 127
PMneff1Mespox tagernxit U.0 sbi rtvi Jointiy and GvG8l1y ftot
Io 2owet enVlutnt bft5te its costs in the in
mith 31e$i7QObX4 of the OQiIforjARu1s o1Ctnrt
The Tffied$orth Ametd ud uppIemena Comp1Unt Is d1inIa4
wLtSt prjudioe to dtattts SugItlle Ss U1C e4 Cmyaflterpr1a
xumjL 2014
PTRJ WILSON
12
14
16
ta
19
24
81
24
211
28
EXHIBIT PAGE 45
REC_446
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 54 of 375 Page ID #:584
115-thk-flaTA clathflhl flWdiL24tt ETh1 WThbtO rthifls 19a28Main Documejitf 9Page 48 of 127
FILEDUPS%QOP ORI4L
oNTRAt JU8toENTER
uel u/ 201k
ALAN CABLSON Exeoutivo OmcQr and CiSc ofthe Superior crnut in and for the County of
Orang State of CaWbrnla brQby certlij thatXsxttotaparty to the withhi aotton orproee6lng that on
10-1-14A served the MIIWTB MWXR dated 10-7.14 on aaob oftho parties Iterein named by thposltbz
true copy tjiereof anclood Ma sealed enveLope with vostao thopn iUy prepnld In lb Unftod Stato
Service mall box at Santa Aia Ca1ornM addresect as bflows
Pif1SBURY W1TWOP 3MW flTW4 LWTHOMAS LOKANWPOUR BMNARCADRO CENThR 22 itt
SM FRANCISCO CA 94111
AMNCMLSQIqxeontlve Officer and Ceâ of the Spedor Cacti
Inandforthuco of Oinge
MD1AZPeputy Cer1
CERTIyICATE trn SRVXC BY MATh
SVflUOR COURT OF CALBYORNIA
COUNTY OMNGZ CENTRAL TUSTICE CNTER
PASSPORT CASB NtThBEt 30-201040346521
OLSON
Vs
PJalntia
CBRTIFICA OF SERVICE BY MAVOPMThUTEIWEIDAThP 10-1-14
Defendants
DATED t07-J4
EXHIBIT PAGE 46
REC_447
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 55 of 375 Page ID #:585
a15-thk-nnTA t1ath$fl mJis4Main Documenf 9Page 49 of 127
Exhibit
EXHIBIT PAGE 47
REC_448
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 56 of 375 Page ID #:586
PILLSBURY WINTHROP SHAW PITEMAN LLPTHOMAS LORAN UI 9525513PFRSYS.JACOBI 252884LAURA HURTADO 267044Pou Ernbarodoro Center 22nd Floor
San Eranelsoo 94t Ii
Telephone 415 9834000
Faoslmlie 415 9834200
Attorneys fo Plaintiff and Judgment
-exe4itoi-Passport-Mantipnientj-L-L-e
aENTRAL UTSO ONTER
OCT 2a
15
ERLEND OLSON Individual JANA16 OLSON an Individual HORSE FOWI3R
INVESTMENTS LW qjk/p HORSE17 PowER LLC VISTAS INFINITAS LLC
SUGU1BBRE ENTERPRISES LLC18 HARMOYA BNTERPWSBS LW and
DOES through 100 Inohisivo
Defendants
20 _________
No 30-201000346521
ASSIGNED FOR ALL PURPOSES TOJUDGE PETER WILSON
DBPARThIENTC12
21 The ahoveenttlecl aotion haviia caine on regularly for trial on October and
22 2014 bofore the uadSgnod Judge of the Superior Court sitting without jury Plaintiff
23 and Yudinent Creditor PASPOgT AQBNT LLQ Plaintiff having appeared
24 by and through their oouneI Thomas V1 Lenin III and Laur Hurtado of the law lirm of
25 Pillsbury Winthrop 8Mw PMman LLP defendant Jana Olson Defondanv having
appovec1 inproprlaprvonq the cause having been rgue4 and 8ubmiteed for deolslon and
27 the Court having Mly considered the evidence points and authozitles and ntgwnents
28 hereby rules asfollowat
aUDGMTD4T AOMNST DBFBNDANT lANA OLSON
8i5-Ihik-I2STA OaUnhl F1lldfl4tE1Th t1thflht6rt5 19a5Main DocumerCf 9Page 50 of 127
SUPERIOR COURT OF TilE STATE OF CALIFORNIA
10 COUNTYOPORANGE
11 DNLIMIThD JURISDICTION
12
13
14
PASSPORT MANAGEMENT LLC
PlaintFff
19
JtJDGMtNT AGAINST
DEfl4NflA OLSON
7O$5
EXHIBIT PAGE 48
REC_449
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 57 of 375 Page ID #:587
ll5-lhk-II2flTA OainSfl nil i24I1 BeNlâIl1flht6 rtëiI5 19a46Main Documentbf 9Page 51 of 127
Wi-1B1J3A$ pursuant to this Courts Order dated June 13 2011 trIal of the Sixth
Cause of Action alleged th the opoii4lve Verified Fourth Amended and SuppIement1
Complaint agalupt Defendant and dtdants Horse Power Invostinents 14a0 qlorse
Power LW Horse Power Vistas Ininitas LLC Vistas laUnitas Sugurbere
l3nterprIses LLC and Obarmoya Enterprises LLC oclicotlvely the I24C Defendants for
severed from the trial of the other Issues in this oae and stayed pending the outcome of the
trial of the noiisevored counts
WHERRA$ the bench trial In February and MS of 2012 of the non-severed
10 counts to wit the First Scoond Fourth Filth and $eventb Causes of Action that are
11 allpged in the operative con-iplaint solely agnst defendant Erlend Olson resulted In the
12 of severed judgment in aooordanoe with sectIons 379 and 579 of the Code of Civil
13 Procedure against the J3ileM Olson judgment debtor in the principal amount of
14 $606398079 plus costs and attorneys fees which judgment except for $17460 in
15 monetaq sanotions paid to Pittiff by Defendant and applied to postJudnent interest
16 thereon lemns entirely duo owing and unshtisfied as of the date of the entry of this
17 Judment
18 WI3I3RBA$ fQllowlng entry of judgment herein agaSt the judgment debtor
19 Briend Olson the stay of proceedings related to the Sixth Cause of MUon was dissolved
20 and pretrial discovery resumed In preparation for the trial of said severed Sixth Cause of
21 Aotlou
22 WB.E1WAS during the course of such pretrial discovery LLC Defendants cngaed
23 In porslSnt and prejudicial abuse of the discovery jrooess and as result the Court issued
24 monetary discovery sanctions an1nst the LLC Defendants jointly and severally
25 coLlectively the LLC DóndantV Monetary Sanctions Orders in the following
26 amounts on the following dates all of which monetary sanotlona ienudn clue owing and
27 unpaId as of the date of thö entry of this Judgment
28
70553171 vi
JVDQM3NT At3AIN$T DBPIPWANTAF4A bI$0N
EXHIBIT PAGE 49
REC_450
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 58 of 375 Page ID #:588
Ce aiE-dk-fl4-TA clath$71 msthL241I Bd1iThht6r1ër15 19ai7Main Documentf 9Page 52 of 127
$5Q0aaYvly2620l3
$1240 onAugust22013 and
$10000.onJune1220l4
WHEREAS as result of their aforeSd misconduct in 4laeovery proceedligs
herein the deSis of SI ytlie LILC Defendantiyóro ehtered on or Sott Janüaay 17 20t4
uuoppose4 motion to blibreate the of the Sixth Cause of Aetlonto adjudicate first and
before any other Issue the qtiestion of Defendants liability to Plaintiff as the alter ego of the
LIIC Dendants
10 WEEREAS on June 12 2014 several default judgment the LLC Default
11 Judgment In a000rdano9 with sedons 518 and 79 of the Code of Civil Procedur
12 entered jointly and severally against 1-lorse Power and Vistas In6nites and said 12.0
13 Default Judgment was gmended nzmo po tune by the Court on its own motion by order
14 dated October 72014 true and oorroot oonformod copy ofwMoh Default Judgment
15 refleotfng Sd nUflQQ tuna amendment Is atteohed hereto as xhIbit
16 WHERSAS as result of Defendants persistent and prejudicial abuse of the
17 dIscovery process and violation of multiple discovery orders herein the Court on
is September 23 2014 entaod its Order awarding In favor of Plaintiff and against Defendant
19 among other things Issue sanetlons to wit deeming an established in favor of Plaintiff and
20 aainst Defendnt for all purposes in tl4s aotion that Defendant is and has been at all
21 relevant times the alter ego each of Horse Power and Vistas Infinltas as well as evidence
22 notions to wit pro1ilhltin Defendant from Introducing evidence at trial In support of the
23 Fourth Affirmative Dcfense P12th Mirmative Defene ThbtysTh1rd Affirmative
24 Defense end Th1rty1fth Affirmative Defense alleged in her Verified Mswer to the
25 VerIfied Third Amended and Supplemental Coinplaint which Verified Answer was filed
26 herein on or about January 11 2011 and
28
Q5I7IIyI
flJboMBNTAQAtNWI1Bt1ANTIANA OL5Qt1
EXHIBIt PAGE 50
REC_451
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 59 of 375 Page ID #:589
n5-IbIk-flflTA OathS 71 flflthQ4tt B1 1ThhL6 t1nu15
Main Documenthf 9aDage 53 of 127
WX-IER.EA$ the Courts doteSnatlon following the first phase of the tijal of the
Sbth Cause of Acion obviates the need to prooeed With sub8equent aeooiid phase trial
Tb based on the forego1ng It Is hereby OBRjAUD GED and D3CREBD as follows
--t PlulSislrnIVhavejudmanrntretiflstvrattagttDtgjnTtn
th6 Sixth Cause of Action alleged In the Veritiod ioutih Amended and Supplemental
Complaint filed herein on January 20 2012 for violation of the URTA
Dofbndantls and has been at all relevant times the alter ego of eaoh of
10 1-lorse Power and Vistas Infn1tas
11 ALL of the $20940000 In nauduleuttansfers ftoniJudgment debtor Erlend
12 Olson to Horse ower and Vistas tufinitas that are referenced in pavagpi.ph of the attached
13 LLC Default Judgment are inoopeMed by refevenoe hereIn and are deemed to have been
14 mad.a by Judpient debtor Eriond Olson to Defendant0 as the alter ego of each of 1-lorse
15 Power and Vistas Itithiltas
16 As the alter ego of Horse Power and Vistas lnfinitas Defendant herself Is
17 personally liable to Piainfl and Is hereby directed and oàined to Ufy diseharge pay
is and/or perform till of the respective duties and obligations owed by flji Power and Vistas
19 to Plaintlf4 in accordance with the attached LW De1%ult Judgment
20 Without in any way limiting Defendants lithlltty to Plaintiff hereunder ts
21 described In parngraph above Plaintiff in accordance with paragrdpb of the attached
22 LLO Default Judgment and pursuant to Civil Code section 343907 is entitled to Itgunotlve
23 and declaratory relief against Defendant as follows
24 Defendant and any and all persons acting in concert with her is
25 hereby restSnod end ei olneci to pay to Plaintiff all of the vfoxeSd fraudulently
26 transferred ftmds up to and including th entire amount of the unsatisfied and
27 outstanding judgment entered herein on May 11 2012 in favor ol Plahfl and
..4w O$$3WIlvI___
EXHIBIT PAGE 51
REC_452
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 60 of 375 Page ID #:590
Ca ai15-Iok-fl4-TA alaai$71 R41t sce1 thThñL6I1I 19Da2Main Documerthf 9Gage 54 of 127
agalust jvdgrnent debtor Erlend Olson inoitiding all aecruod post-judgment Interest
and all post..judgrnent coats claimed by Plaluttif to date whloh outstanding amoLmts
total as pf the date of the entry of this Judrnentfind the
prIncipal amowit of which $8676785.71 shall continue to accrue interest at the
rate oil 0% per year after the data hereoe
____________
reaits unsatisfied Plalatiff may satisfy said judgment In whole or In part baRed
on .oxecution on or collection of any of the non-exempt assets of Defendant
th aecordanee with Civil Code sectIon 343907 and insofar vs said judont
10 against judgment debtor Erlend Olson has not been Miy satisfied within thIrty 30 das
11 aLter the date of ethy of this Judgment Phdiitlff is entitled to firther equitable relief in the
12 form of an accounting and In that event Defendant within forty4ive 45 days after the
13 date of entry of this Judgment shall render written accounting to Plaintiff the truth and
14 accuracy of which shall he verified by Defendant under penalty of peiury In accord with
15 Code Clv Proc 446 concerning the disposition of all the proceeds of each of the
16 transfers referenced lb paragraph of the attached LLC Default Judgment Including
17 without lithitatlon the iclendflcatlon of the name of the bank or other depository lnsUtutoz
18 Including branch name Its mailing address and all appliouble accounts numbers fbr all
19 deposIt ucoourts as that term is defined in Code Civ Proc 481010 that contain any
20 portion of such prceeeda
21 As the aLter ego ofboth 1-lorso Power and Vistas InfinUas Defondai4 herself
22 is personally liable to Pla1ntIfE and Plaintiff shall have and recover from Defendant jointly
23 and severally with Horse Power and Vistas Intinitas the amount of all monetary sanctions
24 awarded In favor oirlalntiff in each ofthe LLC Defendants Monetary Sanctions Orders
25 pius all accrued interest thereon
26 NotwithstandIng any Local Rule or practice of the Clerk of this Court to the
27 contrary the Iudgo assigned to Department C12 of this Court shall hear and resolve any and
28
ThISENT AGAINST PELFZNDANTANA OLSON
EXHIBIT PAGE 52
REC_453
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 61 of 375 Page ID #:591
Ce ns-tIk-n41g6-TA claths 471 F1 Q411 SIaM 1ThbL6 t115 19aOMain Documervbf 9Page 55 of 127
d1 noiloed 1t1OUQL$ fl4ld prt ppiontiou that rohgtd enforoemsiti of any of th
provithonh9 of paripbs and of this Judgment and
PitUff shall hwe ond zeoovoi from Defendftnt 1t oot of suit hSn Iji tle
amount of$_________ In aooordnnoe with Rule 3l700h4 of the Cailbala Rules of
Court
JMde of the Superior Cotirt
aERJWIL$ON10
11
12
13
14
15
16
18
19
2.0
21
22
23
24
25
26
27
28
7OS$I1I lvi
JUDGMZNT AGAINST D1I3NDM4T JANA QLSQN
EXHIBIT PAGE 53
REC_454
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 62 of 375 Page ID #:592
Case llSfl-t24g6-TA tlaOi1 iQ4tL BQ1iThbtO rttht5
Main Documerthf 9Page 56 of 127
EXHIBIT
EXHIBIT PAGE 54
REC_455
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 63 of 375 Page ID #:593
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EXHIBIT PAGE 55
REC_456
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EXHIBIT PAGE 56
REC_457
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REC_458
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EXHIBIT PAGE 58
REC_459
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 67 of 375 Page ID #:597
i15-lhk-12flTA aauisvl 241t 8eM iThht6 i1xG15 19Da6Main Documerbf 9Page 61 of 127
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EXHIBIT PAGE 59
REC_460
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 68 of 375 Page ID #:598
tJ15-ftr-fl4-TA Glath71 RWHfl4tt ETheM aIThnLG t1aft5 19aSMain Documerthf 9Page 62 of 127
Exhibit
EXHIBIT PAGE 60
REC_461
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 69 of 375 Page ID #:599
tns-Iftk-1241g6-TA ttlathS 71 RUfl4t1 8th thThhLe rtMl5 1a8Main Documenthf 9Page 63 of 127
SUPERIOR COURT OF CALIFORNIACOUNTY OF ORANGE
CENTRAL JUSTICE CENTER
MINUTE ORDER
DATE 07/11/2014 TIME 020000 PM DEPT C12
JUDICIAL OFFICER PRESIDING Peter Wilson
CLERK Martha DIar
REPORTERJERM KimberlyRex CSR 6638BAILIFF/CC URT ATTENDANT Lorena Mendez
CASE NO 30-2010-00346621-CtJ-SC-CJC CASE INITDATE 0222/2010
CASE TITLE Passport Management7 LLC vs Olson
CASE CATEGORY Civil UnlimIted CASE TYPE Breach of Contract/Warranty
EVENT ID/DOCUMENT ID 71969407
EVENT TYPE MotIon for Discovery
MOVING PARTY Passport Management LLCCAUSAL DOCUMENT/DATE FILED Motion to Compel Production/inspectIon of Documents or Things
06/11/2014
EVENT ID/DOCUMENT ID 71967893
EVENT TYPE Motion to Compel Further Responses to Special iriterrogatorles
MOVING PARTY Passport Management LLCCAUSAL DOCUMENT/DATE FILED Motion to Compel Discovery Special Interrogs and Inspection
Demands 06/09/2014
EVENT IDD00cJMENT ID 11958584
EVENT TYPE Motion to Compel Production
MOVING PARTY Passport Management LLCCAUSAL DOCUMENT/DATE FILED Motion to Compel Discovery Special interrogs and Inspection
Demands 06/09/2014
APPEARANCESThomas Loran from PILLSBURY WINTHROP SHAW PITIMAN LLP present for PlaintIffs
telephonicallyJana Olson Defendant Is present
The Court hears oral argument and confirms and modifes the tentative ruling as follows
Plaintiff Passport Management LLCs unopposed motion to compel further response to supplemental
Interrogatorles Interrogatory Nos 89-104 106-107 110-112 114-118 120-124 128-130 132-1331.6-139 141-146 148-149 and 151-155 of Plaintiffs Fifth Set of Special interrogatories and requestfor production of documents Demand Nos 1-41 of Plaintiffs Seventh inspection Demand is
GRANTED Defendant Jana Olson shall serve responses without objection other than on grounds of
privilege and/or the attorney work product doctrine within ten 10 days Regarding the responses to the
requests for production of documents defendant Jane Olson is specifically referred to Code of Civil
Procedure section 2031.230 whIch provides as follows representation of Inability to comply with the
particular demand for inspection copying testing or sampling shall affirni that diligent search and
6ATE 07/17/2014 MINUTE ORDER PageDEPT C12
Calendar No
EXHIBIT PAGE 61
REC_462
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 70 of 375 Page ID #:600
ct aiL5a-nnTA tbthfl7l tflQ411 RTheN1 k1Ifftht6 rläiQS
Main DocumenOf 9Page 64 of 127
CASE TITLE Passport Management LLO vs Olson CASE NO 30-2010-00346521-CU-BC-CJC
reasonable Enquiry has been made nan effort to comply with that demand This statement shall also
specify whether the inability to comply Is because the particular Item or category has never existed has
been destroyed has been lest1 mIsplaced or stolen or has never been or Is no longer in the
possessIon CUStOdY or control of the responding party The statement shah set forth the name and
address of any natural person or organization known or believed by that party to have possession
custody or control of that item or category of itemu
Passport Management LLCs motion to compel production of the original written Pre-Marltal Agreementfor non-destructive Inspection and testing is GRANTED Defendant Jane Olson shall produce the
document within ten 10 days
Plaintiff is conditionally awarded sanctions against defendant Jane Olson in the amount of $2370payable to counsel for Plaintiff within 30 days of this hearing if defendant Olson compiles with this Order
within ten 10 days as ordered above the sanctions will not be payable If defendant does not complywith this Orderwithin ten 10 days as ordered above the sanctions will remain payable within thirty
30 days of this hearing
The Court Is providing copy of this Order to defendant Olson at the hearing on July 17 2014 The clerk
is ordered to provide copy hereof to plaintiff
DATE 07/17/2014 MINUTE OiWER PageDEPT C12
Calendar No
EXHIBIT PAGE 62
REC_463
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 71 of 375 Page ID #:601
i5-lfrk-fl4-TA c1ae-rsrL RllSbiQ411Th 6aL41 2iJ3I5t6 rtThes 19Da4oMain Documenthf 9Page 65 of 127
SUPERIOR COURT CF CALIFORNIA COUNTY OF ORANGE
Central Justice Center7Q0 Clvio Center Drive
Santa Ane CA 92702
SHORT TITLE Passport Management1 LLC vs Olson
CLERKS CERTIFICATE OF SERVICE BY MAIL ao2o1O.CJC
certify that sin not party to this cause certify that true copy of the Minute Order was mailed following
standard court practices in sealed envelope with postage fully prepaid as indicated below
The mailing and this certification occurred at Santa Ana OaiiMnia on 07/18/2014
Clerk of the Court byDeputy
PILLSBURY WINTHROP SHAW PITTMAN LLPEMBARCADERO CENTER22 FLOOR
SAN FRANCISCO CA 94111
CLERKTS CRTIPICATE OF SERVICE SY MAIL
Pago1
vs 1013a Juno 2004codoroJvjI Proco 13a
EXHIBIT PAt
REC_464
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 72 of 375 Page ID #:602
Case ll5-Ihik-31246-TA clath$V1 F2Q411 BThaQdI àWThhLO r1ër15 1a44Main Documertf 9Page 66 of 127
Exhibit
EXHIBIT PAGE 64
REC_465
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 73 of 375 Page ID #:603
ais-dk-flflTA tlabi$L71 RH tJJQ411 EP1I1 1ThhL6 t115 19Da4Main Documenthf 9Page 67 of 127
SUPERIOR COURT OF CALIFORNIACOUNTY OF ORANGE
CENTRAL JUSTICE CENTER
MINUTE ORDER
DATE 09/19/2014 TIME 110800AM DEPT 012
JUQICIAL OFFICER PRESIDING Peter Wilson
CLERK Martha DIaz
REPORTER/ERM NoneBAILIFF/COURT ATTENDANT None
CASE No 302O1O0O346521i.CUBCCJC CASE INIT.DATE 02/22/2010
CASE TITLE Passport Management LLC vs Olson
CASE CATEGORY Civil Unlimited CASE TYPE Breach of ContraotlWarranty
EVENT ID/DOCUMENT 1072030224
EVENT TYPE Under SubmissIon Ruling
APPEARANCES
There are no appearances by any party
This matter came on for hearing on September o14 with plaintiff appearing threugh attorneyThomas Loran and defendant .Jaria Olson appearing In person via Court Call
Having read and considered plaintiffs moving papers having heard the arguments of Thomas Loran on
behalf of the plaintiff and of .iana Olson and having taken the matter under submission the Court nowrules as follows
Defendant Jana Olson conceded during oral argumerft that she has emails which have not at any time
been reviewed or otherwise made available for inspection in response to plaintiffs various discovery
requests Defendant Olson could only proffer that she had not had the time to do so and she requestedadditional time In which to do so in ilght of the discovery history of this case not repeated here and the
Impending October .2014 trial date the Court denied the request for additional time to locate and
produce relevant smells and now Orders as follows The Orders herein are based on defendant Olsonsnoncompliance with the plaintiffs inspection demand set number four which was the only discovery
request with respect to which plaintiff flied separate statement in support of Its motion
The request for Judiolal notice by plaintiff Passport Management LLC is granted
The motion by plaintiff for issue evidence and/or monetary sanctions against defendant Jana Olsen is
granted In part and denIed in part1
The motion is GRANTED as to the requested evideno sanction prohibiting defendant Jana Oisen from
introducing evidence at trial regarding any and all defenses based on or arising out of or under that
certain written agreement purportedly executed on February 27 2005 by Defendant and the Judgment
DATE 09/19/2014 MINUTE ORDER PageDEFT 012
Calendar No
EXHiBIT PAGE 65
REC_466
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 74 of 375 Page ID #:604
Ca 315-thk-fl4g-TA cIahi$71 HHtil24tt BtSS1 à1ThbL6 rthiiul5 19aSMain Documerlf 9Page 68 of 127
OA$I TITLE Passport Management LLO vs Olson CASE NO 3Q.2O1O-OD346521.Cth.BC-CJC
Debtor ahd styled PreMarItai Agreement between Erlend Michael OisQn and Janà DOris WeekesDefendant was previously ordered on 7-17-14 to produce the original documents for non-destructive
InspectIon and testing but persisted in her failure to do so until after plaintiff had made its expert
disclosures to plaintiffs prejudice
The motion is GRANTED as to the requested Issue satiOns deeming the following Issues and facts asestablished in favor of plaintiff andagainst defendant for all purposes in this action and directing that anyJury shall be so instructed That defendant is and has been at all relevant times the alter ego of each of
defendants Horse Power investments LLC ak.a Horse Power LLC and Vistas infinitas LLC
collectively the LLQ Defendants
The motion is GRANTED as to the requested evidence sanctions1 prohibiting defendant from introducing
evidence at trial in support of the following defenses Fourth Affirmative Defense Transferee in goodfaith Answer page lInes 1-6 Fifth Affirmative defense Lack of Dominion or Control Id pagelines 7-l1 Thirty-Third Affirmative Defense Lack of Control Over Fraudulently Transferred Property
Id page li lines 22-26 Thirty-Fifth Affirmative Defense No Altar Ego Id page 12 lines 6-9
The motion Is GRANTED as to the request for monetary sanctions COP section 2023.030a in favor
of plaintiff and against defendant in the amount of $5000 payable within 90 days
The remainder of the motion Is DENIED with eli future dates to remain
Court orders moving party to give notice
DATE 09/19/2014 MINUTE ORDER PageDEPT 012
Calendar No
EXHIBIT PAGE 66
REC_467
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 75 of 375 Page ID #:605
ll5-fiuik424%-TA aaa-s 71 4tt ETht41 lThbtGrIëiüS 1a44dMain Documenthf 9Page 69 of 127
SUPERIOR COURT OF CALIFORNIA COUNTY OF ORANGE
Central Justice Center
709 Civic Center Drive
Santa Ana CA 92702
SHORT TITLE Passport Management LW vs Olson
CLERKS CERTIFICATE OF SERVICE BY MAIL$Q2Q1OQD346521CUsBC-CJC
oerti that am not party to this cause certify that true copy of the Minute Order Was mailed following
standard court practices in sealed envelope with postage fully prepald as Indicated below
The mailing and this certification 000Lirred at Santa Ana Caflfornla on 09/24/2014
Clerk of the Ccur by _____________________________
PILLSBURY WINTHROP SI-lAW PITTMAN LIP
EMBARCADERO CENTER 22 FLOORSAN FRANCISCO CA 94111
CLERKS CERTIFICATE OF SERVICE BY MAIL
Pga
Vs lOlse Juno 2004 cadoojoMi Pc000dI2roftOOpIQj$Co
EXHIBIT PAGE 67
REC_468
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 76 of 375 Page ID #:606
ll5-lbk-1246-TA claOi$ 71 24tt 8taeM IUThhLO rtäIGlS iP446Main Documerthf 9Page 70 of 127
Exhibit
EXHIBIT PAGE 68
REC_469
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 77 of 375 Page ID #:607
PILLSBURY WINTHROP SHAW PITTMAN LLPThOMAS LORAN III 95255ANDRISWD LANPEERE 191479J13FPREY JACOBI 252884Four Embarcadero Center Floor 22
San Franoisoo CA 94111
Telephone 4159834000Facsimile 415 983-1200
Attorneys for Plaintiff and Judgment
Creditor Passport Management LLC
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is
ERLEND OLSON an individual JANA16 OLSON au individual HORSE POWER
INVESTMENTS LLC alkla HORSE17 POWER LLC VISTAS INPrNITAS LLC
SUOURBERE ENTERPRISES LLCIS CHAR14OYA ENTERPR1ISES LLC and
DOES through 100 inclusive
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Defendants
No 302O1000346521
ASSIGNED FOR ALL PURPOSES TOlODGE JAMOA MOBERLY
DEPARTMENT C12
NOTICE OF RULINGS REMOTION OF PLAINTIFF TOCOMPEL LLC DEFENDANTSFURTHER RESPONSES TOINTERROGATORIES ANDINSPECTION DEMANDS TOCOMPEL COMPLIANCE WITHRESPONSES TO INSPECTIONDEMANDS AND FOR MONETARYSANCTIONS
Date July 25 2013
Time 20.0 PMDept C-12
Hon Jamoa Moberly
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25
To all parties and to their attorneys of record fi any
PLEASE TAKE NOTICE that at the hearing conducted In the above-entitled action
25 on July 26 2013 regarding the Motion of Plaintiff and Judgment Creditor Passport
27 Management LLC Passporf To Cmpe1 LLC Defendants Further Responses to
28
104562004vl
ais-lhk-n4-TA claths71 HJQ4tl BtthtSif151Pa46Main Documertf 9Page 71 of 127
ELECTRONICALLY FILED
Superior Court of California
County of Orange
072912013 at O3B0Q PM
Clerk tthe Superior Court
By OlerkjDeputy Clerk
SUPERIOR COURT OP THE STATE CALIFORNIA
COUNTY OF ORANGE
UNLIMITED JURISDICTION
PASSPORT MANAGEMENT LLC
vs
Plaintiff
Not OP RUL.INOS RE MOT OF PLAINTIFF TO COMPEL LLC DEPS RESPONSES AND FURTHERnrnnn%tnrrlnn nlmnnnnn flflnflYtVJMt.%t flflfl %lr%n flflfl Irbfl.fl flu ri %lflflV In
EXHIBIT PAGE 69
REC_470
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 78 of 375 Page ID #:608
ll5-Udk-fl4-TA taUW1 i24tt R1 IThhL8 ilMI5 19a4Main Documenthf 9ffage 72 of 127
Interrogatorles and Inspection Demands To Compel Compliance with Responses to
Inspection Demands and for Monetary Sanctions the Motion1 at which Passport and
appeared by and through its respective attorney of record and no representative for any
other party herein appeared the Court adopted its tentative ruling of July 26 2013 without
exception true and correct copy of which is attached hereto as Bxhibit
Dated Ju1y292013
PILLSBURY WINTHROP SHAW PITTMAN UPTHOMAS LORAN III
AiIDRBW LANPHBRBJBFPREY JACOBI
10 By____________II
Jo eyS.Jaeobi
Attorneys for Plaintiff and Judgment12 Creditor Passport Management LLC
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NOT OP RULINGS MOTI OF PLAINTIFF To COMPEL LLO DEPS RESPONSES AND FURTHERRESPONSES TO INTERR0cI INSPECTiON DEMANDS AND FOR MONETARY SANCTIONS
EXHIBIt PAGE 70
REC_471
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 79 of 375 Page ID #:609
Ca ais-lbIk-il2aTA c1athS71 FIBd1124tt RM â21ThiL6 t15 riftS 1Pa48Main Documerxbf 9Page 73 of 127
EXHIBIT
EXHIBIT PAGE 71
REC_472
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 80 of 375 Page ID #:610
ai5-t-naTA clathS awi RH fl4LL EThed1 21flht6 rt1 19Da4OMain Documeritf 96age 74 of 127
TENTATIVE RULING
Case portManctgenwnt LW OThOJI 30-2010-00346521
CalexidarNo 10
Motion No of Plaintiff Pageport Managexuent LLCs Motion Ia Compel Responses to
Form Interrogutories
Plaintiff Passport Managements motion tooompel responses to form interrogatorles by
defendants Horse Power Investzents LLC Vistas Xrdinitas1 LW Sugurbero Brtterprises LLO
and Chnramoya Enterprises LILC Is GRANTED with each of these defendants to provide
verified responses without objections by 8-16-13 Plaintiff has produced evidence that Dana
Olson has renounced all of the verifications she ptuportediy executed Unverified discovery
responses are tantamount to no responses at all Seo Applston $qpertor Court 1988 206
Qal.App3d 632 636 Also plaintiff PassportManagement is awarded sanctions of $500.00
payable by all of fhe foregoing limited liability companies jointly and severally but not by
counsel for defendants Moving party to givp notice to counsel br defendants as well as to the
registered agent Mall of these limited liability companies it known or If no registered agent Is
known by publicly available infbrmatlon to tho last known address for such limited liability with
attention to the managing member
Motion No.2 oI3i Plaintiff Paaspozit Management LLCs Motion to Compel Response to
Special Interrogatorles sets One and Two
PlntWPassport Managements motion to compel responses to special Interrogatories by
defendants 1-lorse Power Investments LLC Vistas Infinitas LLC Sugurbere Enterpiües ILC
and iharamoya Enterprise LW Is GRANTED with each of these detendants to provide
verified responses without objections by 16-13 PlaIntiff has produced evidence that Dana
Olson has renourcoed all of thp verifloatlons she purportedly executed UnverifIed discovery
responses are tantamount to no responses at all See Appleton Sup cwtor Court 1988 206
Cal.App.3d 632 636 Sanvtlons are covered under MoUon No of Moving party to give
notice to counsel for defendants as well as to the registered agent for all of these limited liability
companies If known or if no registered agent is known by publicly available information to the
last known address for such limited liability w4t1 attention to the managing member
EXHIBIT PAGE 72
REC_473
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 81 of 375 Page ID #:611
tDa ai1s-lok-n4-TA claths 471 UJQ4tE1 RTMZEtA1 21ThbL6 rWt5 1gDag5OMain Documerthf 9Page 75 of 127
Motion No.3 of Plaintiff Xasspofl Management1 LLCs Motion to Compel Compliance
with Responses to ReqUest for Production Sets One nnd Two
Plaintiff Passpott Managements motion to compel responses to RJPD by defendants Horse
Power Investments IJLC Vistas Infinitas LLC ugqrboro Enterpriscs LLC and Qbaramoya
Enterprises LLO IsCRAISTED with each of these defendants to provide verified responses
without objeotions by 81 il-I PlaIntiff has produced evidence that Dana Olson has renounced
all of the verifloatlons she purportedlyoxeouted Unverified discovery responses are tantamount
to no responses at all Sn Appleton Superior Court 198 206 CSApp3d 632 636
Sanotions are covered under Motion No ofS Moving patty to give notice to counsel for
defendants well as to the registered agent for all Df these limited liability compaities If known
or if no registered aàent Is known by publicly available information to the lagt known address for
such limited liability with attention to the managing member
EXHIBIT PAGE 73
REC_474
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 82 of 375 Page ID #:612
ai3-dk-fl4-TA aaths 71 mdn4tt Eef1 WThSLO tt9i15 19DatSMain DocumenW 9sDage 76 of 127
Motidt No of Plaintiff Passport Management LLCs Motion to Compel Compliance
with Responses to Request fbr PVOdUCtIQn $ets Qne and two
Plaintiff Passport Managements motion to oompel responses to 1UPD by defetidants Horse
Power tnvesunents LLC Vistas Infinitas ELC Sugurbere Enterprises LLC and Charamoya
Enterprises LtD is GRAJTED with each of these defendants to provide verified responses
without objeottons by 846l3 Plaintiff has produced evidence that Dana Olson has renounced
all of the verlfioatlons she purportedly executed Unverified discovery responses aie tAntamount
to no responses at all See Applson upertor Court 1988 206 CalApp.3d 632 636
Sanctions are covered under Mo Ion 14o of Moving party to give notioe to eavnsel for
defendants as well asia the registered agent for all of these limited liability companies If known
or if no registered agent Is known by publicly avail able Information to the last known address for
such limited liability with attention to the managing member
EXHIBIT PAGE 74
REC_475
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 83 of 375 Page ID #:613
CaaiL4bk-fl4lgE-TA elath 71 FlIIth241t HthM 2iThI5t6 rthxü5 19Da5Main Documentf 9sDage 77 of 127
DooketNo 3O-20100O34652l
PROOF OF SERVICE BY MAIL
Kathy Stout the undersigned hSeby declare as follows
am over the age of 18 years and am not party to the within cause am
employed by Pillsbury Winthrop Shaw Pithuan LLP in the City and County of
San Francisco State of California
My business address is Pour Embarcadero Center 22nd Floor
San Francisco CA 94111 My mailing address is Four Embarcadero Center Box
2824 San Francisco CA 94126-2824
10 ani familiar with Pillsbury Winthrop Shaw Pittman LLPs praotioe for
11 collection and processing of correspondence for mailing with the United States Postal
12 Service in the ordinary course of business correspondence placed in interoffice niail is
13 dóposited with the United States Postal Service with first class postage thereon hilly
14 prepaid cit the same day it is placed for collection and mailing
15 On 1i45 29 2U13 at Four Embarcadero Center1 San Francisco California
16 served true copy of the attached document titled exactly NOTICE OF ULJNGS
17 RE MOTION OF PLAIN TIFF ro COMPEL LLC DEFENDANTS FUR THEE
18 RESPONSES TO INTERROGA TORIES AND INSPECTION DEMANDS TO
19 COMPEL COMPLIANCE TVITHRESPONSES TO INSPECTION DEMANDS AND
20 FOR MONETARYSANCTIONS by placing them it in an addressed sealed envelope
21 clearly labeled to Identify the persons being served at the addresses shown below and
22 placed in interoffice mail for collection and deposit in theUnited States Postal Service on
23 that date following the ordinary course of business
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7045650l8v1
EXHIBIT PAGE 75
REC_476
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 84 of 375 Page ID #:614
Case a1lsAfflk-naTA clathflvl 24tt Bt41 R1Thht6 rtöafls 1a5Main Documentf 9Page 78 of 127
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Michael Weiss EsqWeiss Spees LLP1925 Century Park East Suite 650
Los Angeles CA 90067
Tele$ione 424 245-3100
Facsimile 424 245-3199
Cownselfor Defendanls Sugrwbere
Enterprises LLC ChanmoyaEnterprises LEC flstzs Infinittis
LLCg and Horse Power InvestmentsLLC
Louis Khoury BsqLaw Offices of Louis Khoury1801 Century Park East Suite 2400
Los Angeles CA 90067-2326
Telephone 310 553-7291
Facsimile 310 553-7295
Co wnsel for Defendant lana Olson
Erlend Olson
P.O Box 10939
Newport Beach CA 92658
Briend Olson
4076 Rivoli
Newport Beach CA 92660
.Tutlginent Debtor In PropS Persona
Jana Qlson
220 Newport Center Drive 11-624
Newport Beach CA 92660
Jana Olson
50 Palatine 108Irvine CA 92626
Defendant lana Olson
Incorp Services Inc
2360 Corporate Cit 400Henderson NV 89074
Incorp Services Inc
For Vista Infinitas LLODiane Kalinowski
5116 Corsa Avenue Suite 110
Westlake Village CA 91362
Ricaido Caines
CPR Limited
Phoenix House 2utd Floor
Jews Street and Prince William Street
Charlestown Nevis
Horsepower Investments
Sugarbere Enterprises
do Jana Olson
6767 Tropicana Ave Suite 229
Las Vegas NV 89103
Jeffrey Matsen
For Chararnoya Enterprises LLC695 Town Ctr Drive Suite 700
Costa Mesa CA 92626
7045 65 018v1
EXHIBIT PAGE 76
REC_477
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 85 of 375 Page ID #:615
tllS-ihk-fl496-TA Oath5fl mSUiQ411 iflht6rtepfl5 19Da5dMain Documentf 9Page 79 of 127
declare under penalty of perjury tb the foregoing is true and coiteot Executed
thIs 23rd day of July 2013 at San Pranolsoc California
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EXHIBIT PAGE 77
REC_478
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 86 of 375 Page ID #:616
tJ15-thJk-fl41TA Oaths 471 HjiQ4I Beth Wrtn1j5Main Documertf 9ffage 80 of 127
Exhibit
EXHIBIT PAGE 78
REC_479
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 87 of 375 Page ID #:617
al -il2flTA aaUis71 RHStJJQ4t1 et1 21ThL6 rtJQ5 19a56Main Documeribf 9Page 81 of 127
PILLSBURY WThIrHROP SHAW PITTMAN LLP
THOMAS LORAN III 495255
ANDREW LANPHERB 191479
JEFFREY JACQE3I 25288450 Premcnt Street Fifth Floor
Si Francisco CA 94105
Telephone 415983-1000Faoimiie 415 983-1200
AttoQnys for Plaintiff and Judgment
Creditor Petsspoxt Management LLC
SUPERIOR COURT OF THE STATE OF CALIFORNIA
10 COUNTY O1 ORANGE
UNLIMITED JURISDICTION
12
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1RLENJ OLSON an Individual JANA16 OLSON individual HORSE POWER
INVESTMENTS LIC Wk/4 1-IORSE
17 POWER LLC VISTAS INFThTITAS LLCSUOURBERB ENTERPRISES LLC
iS CHARMOYA ENTERPRISES LLC and
DOES through 100 inclusIve
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Defendants
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No 30-2010M0346521
ASSIGNED FOR ALL PURPOSES TOJUDGE JAMOA MOBERLY
DEPARTMENT 012
NOTICE OF IWLINGS REMOTIONS OF PLAINTth TOCOMPEL IJLCDE1ENDANTS TORIESPON tO SiT 01 ECIALTNrEflR0GATORIES ANfl 3DXNSPECTTON DflANDL.t2 TQCOr4flL DEFET4DANT JANAOxSdN TODJtSPOND TO 4ThSILT or SPECIALINTERROGATORDS AND 4TIINSPECTIOM DEMAND MW çTh
TO R.flPONTWIIURTIER TOINTItRRO GATORIES C1ORMMCCIAL AND suPrLEMEm413TO DEEM AtISOTTED StCOND$t OF 1U1ASThO1OUNY1D TOEliENDANT 1ANA OLSON AN41 FOR MONETARY SANCTIONS
Date August2 2013
Time 200PMDopt 012
I-Ion JarnoaA Moberly
AcHon Biled February 22 2010
BlThroated Trial Date Sept 30 2023
ELE-CTRUNItMLLY FILED
Superiar Qriit OIIfornI
Oourity at
ia415O Pivi
et tilE Bprior Crjtht
By RctIrt RenisarrVlepuW Olerit
11
PASSPORT MANAGEMENT LLC
Plaintiff
vs
NOTICE OP RULINGS RE PLAINTIFFS DISCOVERY MOTS HEARD ON AUG 22013
EXHIBIT PAGE 79
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To the parties and to their attorneys of records
PLRASE TAKE NOTICE that at the hearing conducted in the abovecntitled action
on August 22013 regarding the Motions of PlaintifF and Judgment Creditor Passport
Management LLC Plaintiff to Compel Defendants Horse Power Investments LLC
a/k/a Horse Power LLC Vistas Infinitas LLC Sugurbere Enterprises LLC and Charamoya
Enterprises LLC collectively the LLC Defendants to Respond to Third Set of Special
Interrogatorles and Third Inspection Demand to Compel Defendant Jana Olson to
Respond to Fourth Set of Special Interrogatories and Fourth Inspection Demand and to
Respond Further to Interrogatories Form Special and Supplemental to Deem Admitted
10 Second Set of Requests for Admission Propounded to Defendant Jana Olson and for
11 Monetary Sanctions against the LLC Defendants and Defendant Jana Olson at which hearing
12 Plaintiff appeared by and through Its attorneys of record and no representative for any other
13 party herein appeared the Court made and entered Its ORDERS ruling thereon as follows
14 The Court adopted without exception its tentative ruling of
15 August 2013 true and correct copy of which Is set forth at line on page of
16 Exhibit attached hereto Tentative Ruling with respect to Motions 1-S as
17 identified in the Tentative Ruling to wit
18 Grant Vistas Infinitas LLC Sugurbere Enterprises LLC Horse Power
Investments LLC and Charamoya Enterprises L.LC are ordered to provide19 responses without objection to PlaintiuVs 3d set of special interrogatories
and 3d set of produotion demands within 30 days after the effective date of
20 service of notice of this ruling upon them They are jointly and severally
ordered to pay sanctions of$1240 to Plaintiff
21
In addition to sewing the attorney of record for the LLCs Plaintiff is to
22 serve notice of ruling on their agents for service of process if any in the
manner required for service of summons and complaint If Plaintiff cannot
23 determIne who the agent for service of process is It will be sufficient to
serve notice on current counsel
24
25 The Court clarified that the final paragraph of the Tentative Ruling
26 represented the Courts tentative ruling with respect to Motions 9-10 as identified
27 in the Tentative Ruling to wit
28
704655523vl
NOTTCJ3 OF IWLINOS RE PLAINTIFFS DISCOVERY MOTS HBARD ON AUC 22013
EXHIBIT PAGE 80
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Grant The motion to compel verified responses without objection is
GRANTED Defendant Jane Olson is ordered to provide responses without
objection to PlaintIffs 4th set of special interrogatories and 4th set of
production demands and to pay siotions of $1240 to Plaintiff within
30 days due to failure to timely respond to discovery
As thus clarified the Court adopted without exception its Tentative Ruling with
respect to said motions
The Court GRANTED Motions 11-14 as identified in the Tentative
Ruling as follows
Defendant Jana Olson was ordered to serve verified responses to
Plaintiffs second set of special interrogatories ii Plaintiffs second set
of form interrogatorias and iii Plaintiffs first supplemental interrogatory
within 30 days after the date of service of notice of ruling
10
Defendant Jane Olson was ordered to serve further verified
11 responses to the following written interrogatories propounded to her by
Plaintiff within 30 days after the date of service of notice of ruling
12
Formlnterrogatories General SetOnoNos 15.1 and 17.1
Ii Form Interrogatories General Set Two No 171
14
iii Special Intenogatories Set One Nos 1-3
15
iv Special Interrogatories Set Two Nos 4-5 7-10 12-19 24 26 and
29-3 and
17 Fixst Supplemental Interrogatory
18 The truth of the matters specified in Plaintiffs second set of requests
for admission propounded to defendant Jane Olson was deemed admitted and
19
Defendant Jane Olson was ordered to pay sanctions of $5000 to
20 Plaintiff within 30 days after the date of service of notice of ruling
21 Dated August 72013
22 PILLSBURY WThITHROP SHAW PITTMAN LLPTHOMAS LORAN III
23 ANDREW LANPHERBJEFFREY JACOBI
By__________26 Thomas Loran III
27 Attorneys for Plaintiff and JudgmentCreditor Passport Management LLC
28
704655523
NOTICE OI RULINGS RE PLAINTIFS DISCOVERY MOTSI HE 0f2013E 81
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EXHIBIT
EXHIBIT PAGE 82
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3UDGEIAMOA MOBERLY
LAW MOTXONDEPARTMENT C-fl
FRXDAYAugust 02 2013 at 200 PM
Tentative Rulings will be posted on the Internet by 500 pm on the day before the scheduled
hearing whenever possible The rulings will also be posted outside the courtroom on the bulletin
board by neon on the day of the scheduled hearing
The couit will hear oral argument on all matters at the time noticed for the hearing if you prefer
to submit the matter on your papers without oral argument advise all counsel first and then
telephone the clerk at 657622-5212 If the moving party has submitted the matter and
there are no appearances by any party at the hearing the tentative ruling wID be the final ruling
Unless otherwise Indicated the moving party shall provide written notice of all ruflngs or prepare
an Order for the courtts signature per CRC 31312 If no one has telephoned the clerk to submit
and there are no appearances by any party the tentative wlli become the final order of the court
Department C12 has an assigned court reporter for all Law MotIon matters
Once the tentative ruling has been posted on the Internet no supplemental papers maybe filed and no continuances will be permitted
12588577 PlaintIff Jessica Peters Motion for Entry of Judgment Pursuant to
Terms of Settlement
Peters vs Roundtable
Remarketing Off calendar per telephonic request of moving party
13-624351 Defendant weUs Fargo Sank NAs Demurrer to PlaIntiff Jeffrey
Dyer and Louissa Dyer First Amended Complaint
Dyer vs Wells Fargo
Home Mortgage Inc Sustain Defendants demurrer is SUSTAINED without leave to
amend Defendants are to give notice
CC 2924 nd declaratory relief This court has already ruled that
Plaintiffs have not stated claim that the entity initiatIng the
foreclosure was unauthorized as they have admitted in their
pleading that Wells Fargo Home Mortgage was the beneficiary at
the time notice of default was issued on 7/22/09 Amended
Complaint 14 The allegedly Improper assignment occurred on
9/9/09 Amended Complaint x.A cc 2924a6 relates
only to notice of default
Plaintiffs were given leave to try to state cause of action for
declaratory relief based on their claIm that the party threatening
foreclosure sale was unsuthorlzed However they declaratoryrelief cause of action If It Is cause of action states no facts Nor
have Plaintiffs provided authorfty that they have cause of action
based upon this The sole authority cited in their opposition to the
demurrer is fl924a6
EXHIBIT PAGE 83
IiIfn IIunrur nrrcutfa nin/tp.ntq1tn.iUncra/itnnhai.lrn14neyc hIm 011 IflAl
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Main Documertf 9age 86 of 127
Under Jenkins YP Morgan Chase Bank NA 2013 216
Cal.App4th 497 510 513 the foreclosure statutes are exclusive
and do not provide for preemptive cause of action to determine
the authorization of foreclosing beneficiary to foreclose
Nor do Plaintiffs cite any authority that they have right to site to
determine whether the foreclosing trustee is authorized to
foreclose The Court is under no obligation to do their legal
research for them
Accounting Unless Plaintiffs could have cured their default If not
for the allegedly excessive fees they have not been injured leave
was given to permit Plaintiffs to allege this They failed to do soWhen parties are instructed to amend and fail to do so it is
assumed they have stated their claim as strongly as possible CalFrancisco mv Corp v. Vrlonls 1971 14 Cal.App.3d 318 321No further leave to amend Is required
The motion to strike is moot
Defendant Welis Fargo Bank NA.s Motion to Strike Portions of
Plaintiff Jeffrey Dyer and Louissa Dyer First Amended
Complaint
Moot The motion to strike is moot in light of the ruling on the
demurrer
12-628758
Brunner vs Public
Motors OrangeCounty LLC
Plaintiff Laura Brunners Motion for Leave to File Amended
Complaint
Cuntinueci 8/26/2013 at 200 pm--per telephonic request of
moving party
12-600534
County of Orange vsDevelopment
Corporation
PlaIntiff County of Oranges Motion to Compel Defendant L2
Development Corporation for Production of Documents Set Oneand Request for an Award of Sanctions against Defendant in the
amount of $600.00
OFF CALENDAR Dismissal of Entire Action flied 7/26/2013
Defendant HectorRodrigues Motion to Compel Plaintiff DmaCox to Further Respond to Special Interrogatorles Set One and
Request for Monetary Sanctions against Plaintiff and her attorneyof record In the amount of $1444.95
Grant see berow
Defendant Hector Rodriguezs Motion to Compi Plaintiff DmaCox to Further Respond to Form Interrogatorles Set One and
Request for Monetary Sanctions against Plaintiff and her attorneyof record in the amount of $1444.95
EXHIBIT PAGE 84
13-634051
Cox vs Rodriguez
lt It nyny nnnn ni-a .f.nn yn..ti..n -.aha..1.n.-.1.sn 14.. Oil Inc.i
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Grant The Motions to Compel Further Responses to Form and
Special Interrogatories are GRANTED The objections to this
discovery were not appropriate
Within fIfteen 15 days Plaintiff shafl respond .jtf3objection.to
Special Interrogatory Nos 15 16 and Form Interrogatories
Nos 6.41 6.5 7.2 8.2 8.5 8.6 8.7
Within thirty days Plaintiff and/or her attorney of record joint and
severally shall pay total sanctions in the sum of $720 $200.00 per
hour hours $120 filing fees
Moving party to give notice
12568552 Court Appointed Receiver Karl Andersons Motion to
Terminate Receivership for NP Gas Inc US GASUP Inc et
Pacific Mercantile
sank vs NP Gas Inc -The Court orders the Receiver and defense counsel Douglas
Vanderpooi to appear at the hearing on the Receivers motion to
terminate the receivership and the Plaintiffs motion for summaryjudgment
Mr Vanderpool has filed form entitled Notice of stay of
Proceedings claiming that the action is stayed as to all parties
However he represents only Naresh and Jayshree Patel not all the
parties
Furthermore he failed to Indicate the reason for the stay The box
he checked Automatic stay by filing in another court requires
copy of the document that shows the stay is In effect and
specifically the bankruptcy petition If that is the reason for the
stay No document is attached Accordingly he must file an
amended notice of stay and appear explain to whom the stay
.applles
If NP Gas Inc and US Gasup Inc have not filed bankruptcy the
stay would not affect them and the Receivers motion could go
forward The Court Is concerned that the reason the Receiver
called to comply with the Courts 6/21/13 order Is that he believes
stay is in effect If this is not the reason he must explain why he
has not complied with the order
Plaintiff Pacific Mercantile Banks Motion for Summary Judgmentas to Defendants Jayshree Patel and Naresh Patel
No tentative pending resolution of the issue of whether there Is
stay The court notes no opposition was filed
_7 11-458429 Defendants New Star Realty Inc.s Motion for 3udgment not
Withstanding the Verdict
Lee vs New Star
Realty Inc Defendants New Star Realty inc and Chris Moonkey NamsMotion for New TrIal
EXHIBIT PAGE 85tffr./IWuu lpflnlufa h4m 0/1 fl19
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10-346521 1-8 Plaintiff Passport Management LWs Motion to comirDefendants Horse Power Investments LLC eke Hdrse Power LLC
Passport Vistas Infinitas LLC Sugurbere Enterprises LW and CharamoyaManagement LLC vs Enterprises LLC to Respond to Third Inspection Demand and the
Olson Third Set Special Interrogatorles and Request for the Award of
Monetary Sanctions against Defendants in the amount of
$1200.00 pius $40.00 tiling fee
Grant Vistas Infinitas LLC Sugurbere nterprises LLC Horse
Power Investments LLC and Charamoya Enterprises LLC are
ordered to provide responses without objection to Plaintiffs 3d set
of special interrogatories and 3d set of production demands within
30 days after the effective date of service of notice of this ruling
upon them They are jointly and severally ordered to paysanctions of $1240 to Plaintiff
In addition to serving the attorney of record for the LLCs Plaintiff
is to serve notice of ruling on their agents for service of process if
any in the same manner as required for service of summons and
complaint If Plaintiff cannot determine who the agent for service
of process is it will be sufficient to serve notice on current counsel
9-10 Plaintiff Passport Management LLCs Motion to CompeiDefendant Jane Olson to Respond to the Fourth Inspection Demandand the Fourth Set of Special Interrogatorles and Requests for
Monetary Sanctions against Defendant in the amount of $1200.00pius $40.00 filing fee
Grant see below
11-14 Plaintiff Passport Management LLCs Motion to CompeiDefendant Jane Olson to Respond Further to Requests to Form
Interrogatories Set One Two Special interrogatories Set One
Two First Suppiementai Interrogatory and Second Set of Requests
for Admission and Request for Award of Monetary Sanctions
against Defendant In the amount of $8502.00
Grant The motion to compel verified responses without objection
is GRANThD Defendant Jana Olson is ordered to provide
responses without objection to Plaintiffs 4th set of special
interrogatories and 4th set of production demands and to paysanctions of $1240 to Plaintiff within 30 days due to failure to
timely respond to the subject discovery Piaintiff is give notice
13-650571 Plaintiff Feidsott Lees Demurrer to the Answer of Defendant
Forster Highlands Community Association
Feldsott Lee Law
Corporation vs Off Calendar Amended Answer filed on 07/30/2013 14/pForster Highlands has taken motion off calendarCommunity
EXHIBIT PAGE 86lith //unrntr nrnntufci nryl tohravinnal4-nnhni.ltnqiflncrc t4 Oil flfll
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jssoclation_ ______10 12560082 PlaIntiff Pauline Suarezs Motion to CQmpeI Defendant Bank of
New York Mellon Person Must Knowledgeable for Deposition and
suarez vs Bank Qf Production of Documents and Request for Sanctions against
New York Mellon Defendant and their Counsel of Record In the amount pf $2250.00
PlaintIff Pauline Suarezs Motion to Compel Defendant Bank of
New York Mellon to Produce the Oral Testimony of Kathy Orlard
and equest for Sanctions against Defendant and their Counsel of
Record In the amount of $1900.00
EXHIBIT PAGE 87
hiti IIulUTh%T nrt.nurth ni Y/tpfltAt p.niflnn4innlipilnii1hica fa 0/1 ThAi
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Docket No 30-2010-00346521
PROOF OF SERVICE BY MAIL
Deirdre Csnpino the undersigned hereby declare as fbllows
am over the age of 18 years and am not party to the within cause am
employed by Pillsbury Winthrop Shaw Pittrnan LLP iii the City and County of
San Francisco State of California
My business atid mailing address is Pour Embarcadero Center 22nd Floor
San Francisco CA 94111
am familiar with Pillsbury Winthrop Shaw Pittman LLPs practice for
10 collection and processing of correspondence for mailing with the United States Postal
11 Service in the ordinary course of business correspondence placed in interoffice mail is
12 deposited with the United States Postal Service with first class postage thereon ftlly
13 prepaid on the same day it is placed for collection and mailing
14 On August 72013 at Pour Embarcadero Center San Francisco California
15 served true copy of the attached document titled exactly NOTICE OF RULINGS RJ
16 MOTIONS OF PLAINTIFF TO COMPEL LLC DEflNDANTS TO RESPOND
17 TO 3D SET OF SPECIAL INTERROGATORIES AND 3D INSPECTION DEMAND
18 TO COMPEL DEFENDANT JANA OLSON TO RESPOND TO4 SET OF
19 SPECIAL INTERROGATORIIDS AND INSPJWTION DEMAND AND TO
20 RESPOND FURTHER TO INTERROGATORIES FORM S1ECIAL AND
21 SUPPLEMENTAL TO DEEM ADMITTED SECOND SET Q1 RFAS
22 PROPOUNDED TO DEFENDANT JANA OLSON AND FOR MONETARY
23 SANCTIONS by placing it in an addressed sealed envelope clearly labeled to Identify the
24 persons being served at the adclresses shown below and placed in interoffice mail for
25 collection and deposit in the United States Postal Service on that date following the
26 ordinary course of business
27 See Attach cci Service List
28
70465907ff
EXHIBIT PAGE 88
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declare under penalty of peijury that the foregoing is true aitci correct Executed
this 7th day of August 2013 at San Francisco California
t-dcrza
Deirdre tpino
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Service List
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Michael Weiss BsqWeiss Specs LLP1925 Century Park East Suite 650
Los Angeles CA 90067
Telephone 424 245-3100
Faç1niiIe 424 2453 199
Coimselfor Defendants Sugurbere
Entexprises LLG charanwyaEntesprLes LLC Vtsttzs Infinitas
LL and Horse Power In vestments
LLC
704 659078 VI
Louis IChoury EsqLaw Offices of Louis Khoury1801 Century Park East Suite 2400Los Angeles CA 90067-2326
Telephone 310 553-7291
Facsimile 310 553-7295
CounselJbr Defendant lana Olson
Erlend Olson
P.O Box 10939
Newport Beach CA 92658
Erlend Olson
4076 Rivoli
Newport Beach CA 92660
Judgment Debtor In Propria Persona
Jana Olson
220 Newport Center Drive 11-624Newport Beach CA 92660
Jana Olson
50 Palatine No 108
Irvine CA 92626
Dfendant Jana Olson
Vistas Inmnitas LLCc/c Lneorp Services Inc
2360 Corporate Cir400Henderson NV 89074
Vistas Infinitas LLCc/c Incorp Services Inc
Diane Icalinowski
5716 Corsa Avenue Suite 110
Westlake Village CA 91362
Ricaldo Caines
CPR Limited
Phoenix House Floor
Jews Street and Prince William Street
Charlestown Nevis
Horse Power Investments LLCHorsepower Investments LLCSugurbere Enterprises LLCc/o Jana Olson
6767 Tropicana Ave Suite 229
Las Vegas NV 89103
Chararnoya Enteprises LLCdo Jeffrey Matsen695 Town Cit Drive Suite 700
Costa Mesa CA 92626
Mna Olson
Horsepower Investments LLCSugurbere Enterprises LLC1-lorse Power Investments LLC50 Palatine No 108
Irvine CA 92626
EXHIBIT PAGE 90
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Exhibit
EXHIBIT PAGE 91
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t115-ihIk-124%-TA aatns fl RH etUQ4t1 EAaKt41 â2113ñL6 rt5iGl51PaMain Documentf 9Page 94 of 127
ELECTRONICALLY FILED
SLIpeIlor Court at CHfomiiCcurty of Ornwe
PILLSBURY WINTHROP SHAW PITTMAN LLPrUIofS LORAN III 95255JEFFREY JACOBI 252884LAURA 1-IURTADO 67044
Four Embarcadero Center 22nd Floor
San Francisco CA 94111
Telephcne 415983-1000Facsimile 415 983-1200
Attorneys for Plaintiff and Judgment
Creditor Passport Management LLC
SUPERIOR COURT OF THE STATE OF CALIFORNIA
10 COUNTY ORANGE
11 UNLIMITED JURISDICTION
No 30-2010-00346521
ASSIGNED FOR ALL PURPOSES TOJUDGE PETER WILSON
DEPARTMENT C12
NOTICE 01 ENTRY OF ORDERDETERMINING AMOUNT OFMONETARY SANCTIONSAGAINST LLC DEFENDM4TS
22 To defendants and to their attorneys of record if any
23 PLEASE TAKENOTICE that on June 122014 the Court entered its Order
24 determining the amount of monetary sanctions awarded in favor of Plaintiff and Judgment
25 Creditor PASSPORT MANAGEMENT LLC pPlahitlff and jointly and severally against
26 defendants Horse Power Investments LLC a/ida Horse Power LLC Vistas Infinitas LLC
27 Sugurbere EnterprIses LLC charnioya Enterprises LLC collectively the LLC
28 Defendant in the above-entitled action true and correct copy of which Order
7O$O5I97v
IJW12Oj4at 12lU PM
Clerk of the Superior Court
By Roert RenisonoeIuty Clerk
12
PASSPORT MANAGEMENT LLC13
Plaintiff
14
vs15
ERLEND OLSON an individual JANA16 OLSON an individual HORSE POWER
INVESTMENTS LLC a/k/a HORSE17 POWER LLC VISTAS rNFINITAS LLC
SUGURBERE ENTERPRISES LLC18 CHARMOYA ENTERPRISES LLC and
DOES through 100 inclusive19
Defendants
20
21
NOT 01 ENTRY OF ORDER DETERMI AMNTI OP MONETARY SANfi e$TSTAF
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Determining Amount of Monetary Sanctions Awarded in Favor of Plaintiff and Against
LLC Defendants is attached hereto as Exhibit
Dated June 13 2014
PILLSBURY WINTHROP SI-JAW PITMAN LLPTHOMAS LORAN III
JEIFRBY JACOBILAURA 1-JURTADO
Thomas Loran III
Attorneys for Plaintiff and Judgment
10Creditor Passport Management LLC
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705305197v1
NOT OF ENTRY OF ORDER DETERM AMNT OF MONETARY SANCTIONS AGAINST LLC DEPS
EXHIBIT PAGE 93
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EXHIBIT
701537975v1
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LRI0R 001$ TOFOALIPO
UsTIoa OENTR
PILLSBURY WINTHROP SHAW PIflMAN lILY 22014
THOMAS LORAN DI 95255
M4DRBW ID LANPI-BRR 191479 ELECTRONICALLY RECEIVED L$ON.9Jemrv
EFPIWY JACOBI 252884 SupeHor Court of CalIfornIa
County of OrangeFour Embarcadero Center 22 Floor
San Francisco CA 94111 0311712014
Telephone 415 983-1 000 clerk of the Superior Court
Faôsimile 415 983-1200 By Arnanda Rlncoii Deputy Clerk
Attorneys for Plulntf and Judgment
Creditor Passport Management LLC
SUPERIOR COURT OF THE STATE OF CALIFORNIA
10 COUNTY OF ORANGE
11 UNLIMITED JURISDICTION
12 No 30-2010-00346521PASSPORT MANAGEMENT LLC
13ASSIGNED FOR ALL PURPOSES TOt
14
PlalnufiJUDGE PETER WE1SON
D3PARTMENT 012vs
15ORDER DETERMIMNO AMOthiTERLEND OLSON an individual JANAOF MO4ETARY SANCTIONS
16 OLSON an Individual 1-IORSE POWER AwUwED IN FAVOR01INVESTMENTS LLC a/k/b HORSE
AGAINST LLC17 POWER LLC VISTAS INF1TNITAS LLC DEFZNDANTSSUGLRBER.E ENTERPRISES LLC18 CHARMOYA ENTERPRISES LLC and
DOES through 100 inclusive
19Action Plied February 22 2010
DefendantsBliroated Trial Dat May 27 2014
20
21 _____________________________ _______
22 At the heSng conduoted in the above-entitled notion on January 11 2014 before the
23 Hon Franz 13 MIller Judge of the Superior Court regarding the Motion of Plaintiff and
24 Judgment Creditor Passport Management LLC Plaintiff for Issuance of Terminating
25 and Monetary Discovery Sanctions and Entry of Default Judgment the Terminating
26 Sanctions Motion against each of Defendants Horse Power Investments LLO a/k/a Horse
27 Power LLC 1-lorse Power Vistas Infirmitas LLC Vistas Infinitas Sugurbere
28
_______________1-
__________ __________________ORDER DETERMINING AMOUNT OF MO14BTARY SANCTIONS 114 FAVOR OF LAINTWF AND
AGAINST LLC DBDAThTS
EXHIBIT PAGE 95
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l3nterprises LLC Sugurbere and Charinoyn Bnterprises LLC Charmoya
collectively the LLC Defendants the Court granted the Terminating Sanctions Motion
In part by enteilng the default of each of the four of LLC Defendants to wit Horse
Power Vistas Infrnitas Sugurbere and Charznoya arid granting Plaintiffs request for
monetary sanotions in the amount of reasonable attorneys fees and costs expended by
PlaintIff In connection with the making of the Terminating Sanctions Motion the
Monetary Sanctions Award The Court thrthei ordered inter al/a that the matter be set
fop default prove-up hesing pursuant to Code of Civil Procedure sections 585b and
and the nmbunt of the Monetary Sanctions Award in favor of Plaintiff be determined by the
10 Court in connection with its ruling on Plaintiffs aforesaid application for entry of default
11 judgment
12 Based on the foregoing Plaintiff has now moved and applied herein for
13 determination of amount of the Monetary Sanctions Award and the Court having
14 consIdered Plaintiffs application and the supporting evidencotherefor being ftilly advised
1$ and having found good cause therefore hereby ORDLRS that Plaintiff shall have and
16 recover ftorn the USC Defendants jointlyand severally monetary sanctions In the amount
17 of $H36SO as and for the reasonable attorneys fees and costs expended by Plaintiff in
18 filing and making the Terminating Sanctions Motion
19
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21 Dated M.wehj2014 _________________________________lge of the Superior Court
22 PETER WILSON
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28 705111107v1
ORDBR DETERMINNO AMOUNT OF MONETARY SANCTIONS IN FAVOR OF PLAINTIFF ANDAGAINST LILa DEFENDANTS
EXHIBIT PAGE 96
REC_497
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 105 of 375 Page ID #:635
ails-lbk-5I2flTA claths 71 EStUS24IE2 121ThbL6 rtäiQS19aMain Documentf 9Page 99 of 127
Docket No 30-2010-00346521
PROOF OF SERVICE BY MAIL
Deirdre Campino the undersigned hereby declare as follows
am over the age of 18 years and am not party to the within cause am
employed by Pillsbury Winthrop Shaw Pittman LLP In the City and County of San Francisco
State of California
My business and mailing address is Four Embarcadero Center 22nd Floor
San Francisco CA 94111
am familiar with Pillsbury Winthrop Shaw Pittman LLPs practice for
collection and processing of correspondence for mailing with the United States Postal SeMee
11 in the ordinary course of business correspondence placed in interoffice mail is deposited with
12 the United States Postal Service with first class postage thereon fuily prepaid on the same day
13it is placed for collection and mailing
14 On June 13 2014 at Four Embarcadero Center San Francisco CaLifornia
15 served true copy of the attached document titled exactly NOTICE OI ENTRY OF
16 ORDER DETERMINING AMOUNT OF MONETARY SANCTIONS AGAINST LLC
17 IE1ENDANTS by placing them it in an addressed sealed envelope clearly labeled to
18 ldentt the persons being served at the addresses shown below and placed in interoffice
19 mail for collection and deposit in the United States Postal Service on that date following the
20 ordinary course of business
SEE ATTACHED SERVICE LIST
22 declare under penalty ofpeijury that the foregoing is true and correct Executed this
23 13th day of June 2014 at San Francisco California
Delrdre Camino
26
27
28
7Ol8$2227v1
EXHIBIT PAGE 97
REC_498
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 106 of 375 Page ID #:636
Ca aJ5k-i2-TA OSit71 Rilbi12411ff athiThbt6t115 19Da5Main Documenlof 9eage 100 of 127
.8
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
704852227v1
SERVICE LIST
Ei1end Olson
P.O Box 10939
Ncwjort Beach CA 92658ér1thdo1sonvthoocorn
Michael Fl Weiss BagWeiss Specs LLP1925 Century Park East Suite 650
Los Angeles CA 90067
Tel 424 245-3100
Fax 424 245-3199
tnwweissandspeeso
Attorney and Manager/or Horse Power
InvestmentvLLC
l3rlend Olson
4076 Rivoli
Newport Beach CA 92660
Tel 916 496-4575
Jadinent Debtor
an Oléon
220 Newport Center Drive 11-624
Newpori Beach CA 92660
Jana Olson tndlvldually ncl as Agent/or alt
the JJCs at tier Address ofRecord Vlstris
Infinitas LLC Charainoya Enrerprises LLCHorse Power Investments LLc Sftgurb are
Enterprises LLC
Gregory Sega EsqSegal Cohen Landis LLP9100 WilshIre Blvd Suite 601
East Tower
Beverly 1-Jills CA 90212
Tel 310 285-3999
Fax 310 285-9876
scl3 5irnsncom
Attorneys/or Michael Weiss and
Weiss Specs LLP
Jncorp Services Inc
5716 Corsa Avenue Suite 110
Westlake Village CA 91362
MeganIafrenaiscalincorpcorn
Agent/or Vistas Infinitas LW
Jeffrey Mtsen695 Town Center Drive Sujie 700
Costa Mesa CA 92626
JMatsen@MatsenVoorheesoom
gent for flaramoya Enterprises LLC
EXHIBIT PAGE 98
REC_499
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 107 of 375 Page ID #:637
tll54h-fl4E-TA tlathSaI7l FIHtflQ41I EaS1 RIflbLO rt15 19Da6Main Documenlof 99age 101 of 127
Exhibit
EXHIBIT PAGE 99
REC_500
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 108 of 375 Page ID #:638
aiS-ll-il2flTA cclaät7l J124tt BrMat41 2tt6t1rfft5 1PaMain Documentof 9age 102 of 127
11/12/2014
SEcBMARY OF STATE
STATE O1 CALtFORNIA
13CC Filing Acknowledgement
Paqel ofi
CLAS INFORMATION SERVICES
2020 HURLEr WAY STE 350
SACRAMENTO CA 95825
Filing Fee $10.00
Special $6.00
Handling Fee
Total Fee $16.00
The California Secretary ci States Office has received and filed your document The information below
reflects the data that was indexed in our system Please review the information for accuracy Included
is en Image of the filed docutheni to assist you in your review if you find potential error please notify
the UCC Section at the number listed below at your earliest convenience
Filing Type Judgernent Lien
Filing Number 14-7436210391
File Date 1111 012014
Lapse Date 11110/2019
File TIme 1616
DebtorsINDIVIDUAL OLSON JANA
Secured Partvies
ORGANIZATION
220 NEWPORT CENTER DRIVE 11-624 NEWPORT BEACHCA USA 92660
PASSPORT MANAGEMENT LLC
MARKET ST STEUART 1WR STE.2200 SAN FRANCISCO
CA USA 94105
Filing by the Secretary of State is not conclusive proof that all conditions for securing priority have
been met Ensuring that accurate information is on the document lobe filed is the responsibility of the
cuing party If this filing is challenged the Secretary of State does not guarantee that the filing is Iegafly
sufficient to secure priority under UCO Article and expressly disclaims any liabilityfor failure of the
filing party to secure priority resulting from the information contained in the filed document or the lack
of information on the filed document
LItThBMCOMIUtCMLCOOEI500 I3ThflW.1DPL .M 4IflTOtAPS3I4 sAcM1goOOAc3.I N34MS wflhUcONHfttSOW4OV
TaOcnAt1 AnIBU PRO
EXHIBIT PAGE 100
REC_501
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 109 of 375 Page ID #:639
REC_502
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 110 of 375 Page ID #:640
aalsa-I2nTA aaOisn F1W1JJ241t S111ThhL6 rtTh15 19aMain Documentf 99age 104 of 127
Exhibit 10
EXHIBIT PAGE 102
REC_503
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 111 of 375 Page ID #:641
Ca i15-tk-fl-TA tlathst1 FSU1Q4t1 BThQ1iThiStOi1 15 19Da8OMain Documenlof 9eage 105 of 127
ELECTRONICALLY FILED
SuperiDr Court of California
County of Orange
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ililo oiocuilwhurojudamenswoa oniertd.El0L2Utf lhG stale of QgIIFoniq
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EXHIBIT PAGE 103
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REC_504
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 112 of 375 Page ID #:642
il5-thk-nflTA Glath$71 RH ethQ412 Sd1 1Ifftht6 rtit15 1PaSdMain Documentf 98age 106 of 127
Docket No 30-2010-00346521
PROOF OF SERVICE BY MAIL
Deirdre Campino the undersigned hereby declare as follows
am over the age of 18 years and am not party to the within cause am
employed by Pillsbury Winthrop Shaw Pittman LLP in the County of San Francisco State
of California
My business address is Four Embarcadero Center 22IId Floor San Francisco
CA 94111 My mailing address is Four Embarcadero Center Box 2824 San
Francisco CA 94126-2824
10 lam familiar with Pillsbury Winthrop Shaw Pittman LLPs practice for
II collection arid processing of correspondence for mailing with the United States Postal
12 Service in the ordinary course of business correspondence placed in interoffice mail is
13 deposited with the United States Postal Service with first class postage thereon fully
14 prepaid on the same day it is placed for collection and mailing
15 On December 22014 at Four Embarcadero Center San Francisco
California served true copy of the attached documents titled exactly NOTICE OF
17 JUDGMENT LIEN by placing it/them in an addressed sealed envelope clearly labeled to
18 identify the person being served at the address shown below and placed in interoffice mail
19 for collection and deposit in the United States Postal Service on that date following
20 ordinary business practices
21
Jana Olson22
220 Newport Center Drive 11-624
23 Newport Beach CA 92660
24 .Jana Olson individually and Agent forthe LLCs at her Address of Record Vistas
25 Infinitas LLC and Horse Power
In vestments LLC
26
27
28
704735024v1EXHIBIT PAGE 104
REC_505
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 113 of 375 Page ID #:643
aL5-udk-nnTA GlathS41 thQ41I RaKetM 1Thht6 rt15 19a8Main Documentf 90age 107 of 127
declare under penalty of perjury that the foregoing is true and correct Executed
this 2nd day of December 2014 at San Francisco California
Deirdre Camptho
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
704735024v EXHIBIT PAGE 105
REC_506
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 114 of 375 Page ID #:644
1l5-Wk-fl4-TA aatnfln fl ethQ4t1 Rd1 21 n/Ito tl5ifft5 19Da8Main Documenlof 99age 108 of 127
Exhibit 11
EXHIBIT PAGE 106
REC_507
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 115 of 375 Page ID #:645
tllsAfrk-naTA c4atnflhl FIB thI24tEI mnbtortmos19a84
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Main Documentf 90age 109 of 127
This page is part of your document DO NOT DISCARD
CRTHIS FORM IS NOT TO BE DUPLICATED
EXHIBIT PAGE 107
REC_508
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 116 of 375 Page ID #:646
tIIS-Ib-ne-TA c1adflhl flfldi1241t t51a85Main Documentf 9age 110 of 127
RECORDING REQUESTED BY
i1iWHEN RECORDEL RETtJ RN T0
Pillsbury Winthrop Shaw Pittnian LLP Ifi ID
IllIiIiI
IIIiIIIIiiIIIIiLIiII1IIIIIiI
Four Embarcadero Center 22 Floor
San Francisco1 CA 94111
10141331179
Attn Thomas Loran lii /Jeffreyjacobi
THE AREA ABOVE IS RESERVED FOR REcoRDERs USE
ABSTRACT OF JUDGMENT
EXHIBIT PAGE 108
REC_509
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 117 of 375 Page ID #:647
tte llE4ftk-fl4-TA clathWl RWSd1Q4tt 6tQdl fli n/ta rl5a1S 1gDa86Main Documentot9age 111 of 127
EJ4OIATYOHNEYQR PMTY 1TI rATTORNEY Nooir i44r4$ and Sole Oornvmbc
SHAW PITTMAN LLP
THOMAS LORAN IV 95266/Jeffrey Jacobi 262884
Four Embarcadero Center 22nd Floor
San Francisco CA 94111
Inn No 415 983100 rAxagi opIknf 416 9831200
P.-I4PJLADDRI5S$ OpLbaaf
bUPCflQRCOURTOF0AUPORNThq couwivor Orange
STREET ADORO$ 700 CIvic Center Drive West
MJLIHOADPKriSS
OTrYANo21ROOD Santa Aria CA 92701
PLAINTiFF Passport Mana9sment LLO
DEFENDANT Eriend Olson et al
CASENUMEER
30-2010-00846621
ABSTRACT OFJUDGIJIENTOMLAND SMALL CLAIMS jAmonded
The fl3fl Judgment creditor assignee of record
applies for an abstract of Judgment and represents the fouowlng
Judgment debtors
Mama and last known address
jj Ji Olson
20 Newport Center Drive 11624
rewPort
Beuoh CA 92860
Drivers license no tlest dIgIts and state CA 6385 Unknowii
Social security no iast dIgItsJ 4190 Unknown_____________________________
Summons or notice of enfry of sister-stale Judgment wee personally served or mailed to name and address
Summons $sred by Personal Service on Jana Olson at 21155 Newport Coast Drive Newport Coast CA 92667
Information on additional judgment debtors Is
shown on page
Judgment creditor name wicl adthesa
Passport Management LLC
One Market St Steuart Tower 8ulte 2200
San Frenol800 CA 94105
Pate December 2014
Thomas Loran Ill
TVIa OR PRINT MME
Total amount of Judgment as entered or last renewed
$10396863 16
All judgment creltors and debtors are listed on this abstract
Judgment entered on M8t October 23 2014
Renewal entered on dete
EJ This Judgment Is an Installment Judgment
5SF
ALM tLSON CIrkoftht Court
This abstract Issued on date
12.iJ2014
tJ lnformauon on additional Judgment oredltors is
shown on page
OrigInal abetrsct recorded In this county
Date
inairurBar
______IsaNATURE0PASu0Nr ORArTQPJWY
10 EJAn execution Hen attachment lien
Is endorsed on the Judgment as follows
Amount
In favor of name end rnrideas
11 stay of enforcement lies
riot been ordered by the court
been ordared by the court effective until
date
12 oarU that thIs Is true and correct abstract or
the judgment entered In this actIon
certifled copy of the Juagment Is attached
anAncnI NAME Central Justtcv Center fOfl ROROERS 055 ONLY
Pursuaritto California Gwernment
Coda 68150f the Clerk of the
Courthereby certltissthlsdbctirnent
accurately reflects the official court
record.The electronlcslgnature and
seal on flils document have the
same valfdi and legal force and
effect as an original clerks
signature and court seal California
Government Code 8e10g
roan Ariqood Our hIwrUotcrY Lii
rrli110lcojnofor calronrt
EJ.001 Roy Jiry 2014
Clerk by
ABSTRAct OF JUDGMENTCIVILGovnni Calon
AND SMALL CLAIMS
Deputy
110 cr20050 of IPrQnothsojO 43 0.4
84 700.1W
EXHIBIT PAGE 109
REC_510
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 118 of 375 Page ID #:648
a15-IIIk-iI24-TA t1ath1 RililH124tt Ba1 WThbLO r115 19DaSMain Documenlof 9age 112 of 127
PLAINTIFF
DEFENDANT
Passport Management LI-C
Erlend Olson at ar
URT OtE NQ
30201000346521
NAMES AND ADORESSaS ADDITIONAL JUD$MENT cREtlToRs
13 Judgment creditor name end edchoss 14 Judgment creditor name end address
LJ Continued on Altathmcnt lu
INFORMATION ON ADDITIONAL JUD$MeNTDEBTORS
16 Name and last known address 17 Name and last known address
-i
Drivers flcanse no tlast dlgltsj and state Drivers license no digItal end state
Ei Unknown Unknown
Social security no last dIgIts Unknown SocIal security no flast dlgits Unknown
Summons wan personally served at or mafled to address Summons was personally served at or mailed to address
1$ Name and lest Known addiess 19 Name and last known address
Drivers license no last dglts end state Drivers cones no last dIgits and state
Unknown Unknown
SocIal ueourlty no digItal cj Unknown SocIal security no last dIgIts Unknown
Summons Was pamonally served at or mailed to address Summons was personally served at or mailed to dcl iv us
20 Continued on Attachnient 20
a1jRi4uyl2Ql42 ABSIMOT OF JUDMENTClVlL PorzAND SMALl OLAIM8
EXHIBIT PAGE 110
REC_511
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 119 of 375 Page ID #:649
Cbbis 71 Rfl24tt L6r1ë1519Da86FVlain ocu mentf 9%age 113 of 127
IitIIllhIllhIItIihhIIft IllillIlli I.HaLpr3 JMbep1dlcYU 2014-0056636Recorded REC FEE ThOD
Of ficial Records
County of COUFORHED COPY 2.00
antn Barbara
Joph HolbndWHEN RECORDED MAIL TOCounty Clerk Recorded
cLPtbi41a Ja 02OPfl O-Bac2014 Page of
25flVYtAQflOcc.t15gzs CO-
FOR RECORDERS usa ONLYçs i422 AM/L4k __________________________
EXHIBIT PAGE 111
REC_512
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 120 of 375 Page ID #:650
ais-Ihk-l24-TA c1athS fl RB hi24I1 21Tht6t1G15 iP4.m8Main Documenlof 90age 114 of 127
EJ-OO1
ATTORNEY OR PMTYVnTHOUTATVORNEYNao eddns cod $ota Dornwnbe4ASoriecordIn slum la
PILLSBUIVTWINTFIROP SHAW PITIMAN LLP
THOMAS LORAN III 95255 /Jeffrey JacobI 252884
Four rnbarcadero Center 22nd Floor
San Francisco CA 94111
TEL NO 415 983-1000 FAX NO opflcna5 45 $83-I 200
E.WJLADDIRSSS OptbanQ
CKJ ATTORNEY JUDGMENT ASSIGNEE
FOR cREOrrOR OF RECORD
SUPERIORDOURTOF CALIFORNIA COUNTY OF Orange
ETREETADORE 700 CIvic Center Dsive West
ABSTRACT OF JUDGMENTCIVILAND SMALL CLAIMS Amended
The EKJ Judgment creditor assignee of record
applies for an abstract of Judgment and represents The following
Judgment debtors
Name and last known address
Th Olson
F220 Newport Center Drlye 1-624
Newport Beach CA 92660
Drivers license no last digIts and state CA 6385
SocIal security no last digltsj 4190
Unknown
Unknown
Summons or notIce of entry of sIster-state Judgment was personally served or mailed to name and address
Summons Served by Personal Service on Jana Olson at 21155 Newport Coast Drive Newport Coast CA 92857
information on additional Judgment debtors Is
shown on page
Judgment creditor name and addressPassport Management LLC
One Market St Steuart Tower Suite 2200
San Francisco1 CA 94105
Date December 2014
Thomas Loran Ill
TYPE OR PRINT $ME
Total amount of Judgment as entered or last renewed
$10396563.15
All Judgment creditors and debtors are listed on this abstract
Judgment entered on date October23 2014
Renewal entered on date
This Judgment is an installment Judgment
This abstract Issued on date1235/2O14
Information on additional judgment creditors Is
shown on page
cJ Original abstract recorded in this county
Date
SIGNATURE OF AFpucNqr OR ATTORNEY
10 EJAn execution lien attachment lien
is endorsed on the Judgment as follows
Amount
In favor of name and address
11 slay of enforcement has
not been ordered by the court
been ordered by the court effective until
date12 fl certify that this Is true and correct abstract of
the Judgment entered in this action
certifled copy of the Judgment is attached
Clerk by________ jj2r...--.-----.- DeputyGiövãñni Galon
coda oICM Fracaduro
674.700.1W
MNLJNG ADDRESS
orrvANDzPcoDE Santa AM CA 92701
BIWICII NAMS Central Justice Center
PLAiNTIFF Passport Management ILO
DEFENDANT Erlend Olson et
FOR RECQRDEfl USE ONLY
OASE NUMER
30-201000346521
R1 r.flhIPTILqFflNI
Pursuantta California Government
Code the Clerk of the
Courthereby cedhfieslhisdocument
accurately tellécts the official court
record.The eledronicsignatureand
seal on this document have the
same validity and legal force andeffect as an orIgInal clerks
sigriathre and ecuitseat California
GovernmentCode 68150g
Mkl cMLSON clork ad tht Court
ABSTRACT OF JUDGMENTCIVILAND SMALL CLAIMS
EXHIBIT PAGE 112
REC_513
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 121 of 375 Page ID #:651
i5-1Wk-I241g6-TA t1athS 471 flfldfl4tt BaI 21 ThIStG 1t5n13 19a9OMain Documenbf 9eage 115 of 127
PLAINTIFF
DEFENDANT
Passport Management LLC courtrcsENo
Eriend Olson et al 30-2010-00346521
NAMES AND ADDRESSES OF ADDITIONAL JUDGMENT CREDITORS
13 Judgment creditor name and address 14 Judgment creditor name and address
Continued on Attachment 15
INFORMATION ON ADDITIONAL JUDGMENT DEBTORS
16 Name and last known address 17 Name and last known address
Drivers license no last dIgits and state Drivers license no digits and state
Unknown EjUnknown
Social security no dlglts Unknown Social soudty no vast digIts Unknown
Summons was personally served at or mailed to address Summons was personally served at or malted to address
10 Name and last known address 1$ Name and last Known address
Drivers license no dlglts and state DrIVQrS license no digIts and state
Unknown Unknown
Social security no last digIts Unknown Social security no last digIts Unknown
Summons was personally served at or mailed to ddrass Summons was personally served at or mailed to adthss
20 Continued on Attachment 20
e3401 IRW JUIy12014l ASSTRACT OF JUDGMENTCIVIL Pgo ZotZ
AND SMALL CLAIMS
EXHIBIT PAGE 113
REC_514
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 122 of 375 Page ID #:652
Case ails-lhk-n4E-TA aatnnhl tfl411 1iThbt6i1Sift5 19DadMain Documenf 96age 116 of 127
EJ-OOI
tTORNY OR PARTY WThOUT ATTORNEY WORe dIaSi and 3000 B1wm004orrocordtna rotum to
PILLsBURY WINTHROP SHAWPI1TMAN LLP
THOMAS LORAN ill 98265/Jeffrey Jacobi 252884
Four ffmbaroadem Center 22nd Floor
San Francisco CA 94111
TFL No 415 983-1000 FAXNa onA 415 983-1200
E-MAJLAOORreSOpllona
ATTORNEY JUDGMENT ASSIGNEE
FOR CREOTOR OF RECORD
oupraiog CoURTeR CAUF0RNIA C0UNTYOF Orange
BTREETAPDREI 700 CIvIc Center Drive West
AJUNGADnREs
DCC 2014049824412/09/2014
Customer Copy Label
The paper to which this label isaffixed has not been compared
with the flied/recorded document
Larry Uard
County of RiversideRssessor County Clerk Recorder
CrrA14D coa Santa Arm CA 92701
Total amount of judgment as entered or last renewed
$10396863.18
All judgment creditors and debtors are listed on this abstract
Judgmerlt entered on date October232014
Renewal entered on date
jJ This Judgment is an Installment judgment
This abstract Issued on date12/05/2014
10 JAn execution lien iij attachment lien
is endorsed on the Judgment as follows
Amount
In favor of name and address
11 stay otenforcement has
not been ordered by the court
been ordered by the court efctlve until
date12 certify
that this is true and correct abstract of
the Judgment entered In this action
certlued copy of the judgment Is attaohed
Cle by_______________
0epuGalon
Poge ofl
coO of Chit Procedure se
674 70th ItO
BRNICH NAMe Central Justice Center FOR RECOROMS USS 0/IL
pLAINTIFF PassportManagement LLC
OEFENDAND Errand Olson et al
CASENUMR
0-2010-00346521
ASSTRACT OF JUDGMENTCIVILAND SMALL CLAIMS Amended
rnupriucwnnv
PursuanttoCaiifornia Government
The Judgment creditor assignee of record
applies for an abstract of Judgment and represents the following
JudgmentdebtQrs
Coda 68150fl the CterI of the
Courthereby certitlesthisdocumeit
accurately refiectstheofficlaicourt
Name and last known address record.The elecfronicsfgntire aid
1ThII Olson
20 Newport Center DrIve 11-624seal on lids document Pave the
same validity and legal force and
portBeach CA 92660 effect as an cflgfriat decks
signature and court seal California
Drlves license no last digltsj and state CA 8385 Unknown Governmantcode 68150gSocial security no dIgitsi 4190 Unknown
Summons or notIce of entry of sister-state judgment was personally sewed or mailed to name and address
Summons Served by personal Service on Jane Olson at 21155 Newport Coast Drive l4ewport Coast CA 92857
lnfomiatlon on additIonal judgment debtors Is IJ informatIon on additional Judgment creditors Is
shown on pegs shown on page
Judgment creditor name and address Original abstract recorded in this county
Passport Management LWOne Market St $teuart Tower SuIte 2200 Date
San Fmnclso CA 94106lnstrupNo
Date Qecember4 2014tiAoraThomas Loran Ill
TYpE oft PRINT HMIE SIGNA1UREOFAUCM1T OR ATTORNEY
ALM CMLSON Click oith Court
Form Adoplod for MrnuIoryuseJudlooICOunOlOCdIOrflJA
J-OOI July l2014J
ABSTRACT OF JUDGMENTCiviLAND SMALL CLAiMS
EXHIBIT PAGE 114
REC_515
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Ca59 ais-fit-124-TA tlathfl7l HHSd1Q411th BI121Thht6 rtxG15 19Da9Main Documentof 9eage 117 of 127
PLAINTIFF
DEFENDANT
Passport Management LL.C
Erlend Olson at at
couRTcpsENo
aO-2010-00346521
NAMES AND ADDRESSES 0I ADDITIONAL JUDGMENT CREDITORS
13 Judgment creditor name end address 14 Judgment creditor name and adftess
15 Continued on Attachment 15
INFORMATION ON ADDITIONAL JUDGMNtDE6TORS
1$ Name and last known address 17 Name and last Known address
Drivers license no last digIts and state Drivers license no Uast digIts end state
EJtJnknown EJUnknown
Social security no rlast dIgits Unknown Social security no Liast digIts Unknown
Summons was personally served at or mailed to addmss Summons was personally served at or mailed to address
is Name and last known address 19 Name and last known address
Drivers license no dIgits andeteto Drivers license no digits and state
Unknown Unknown
Social security no digits IJIJ Unknown Social security no Llast4 digits Li Unknown
Summons was personally sewed at or mailed to address Summons was personally sewed at or mailed to address
20 Continued on Attachment 20
EJ.CO1 ABSTRACT OF JUDGMENTCIVIL Pago2 or2
AND SMALL cLAIMS
EXHIBIT PAGE 115
REC_516
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 124 of 375 Page ID #:654
PWFU1NY OR FNTT TF1VUJA IUiNtY NImI SnS end SttoSotnuaoav
ARotrooordbWUt SHAWPI1TMAN LLP
THOMAS LORAN III 95255 IJeftey Jacobi 252664Pow Embarcadero Center 22nd Floor
San Francisco CA 94111
DEC 09 2014 202 PM
OFFICIAL RECORDSSAN DIEGO COUNTY RECORDERS OFFICE
Ernestj DronenburgJr COUNTY RECORDERFEES 22.00
25t42flTA abi5fl flbiQ411ThMain Documenf 99age 11
________________________________________________________
111111111111111
11111
11111
11111
III
11111
IIV
11111
11111
11111
IIU 101
TELNO 415 98310Q0 UoOpflonnt415 968-1200
EMfiJL ADDRESS Oplton$
ATTORNEY JUDGMENT ASSIGNEE
FOR OREDFTOR OFREORD
SUPERIOR COURT OP OAUPORNIA CDUNrYoP Orange
STREETADDRES$I 700 CIvic Center Drive West
MAJLIG ADDRESS
olnANDEpcooa Santa Ana CA 92701
ERMJOH NAMe Central Justice Center
PAGES
11
11
11
IIJDJIIJIiJIIit tIIIIOh11ff IOIIIIIIIIItIIDIE HID III 1111.1111
FOR RECOR0CR5 USEONIY
PLAINTIFF Passport Management LLC
DEFENDANT Eriond Olson et al
ABE NUMSER
O2010-00346521
ABSTRACT OF .JU DMENT..CIV1L rnunnngrmrmjAND SMALL CLAIMS EJ Amended
Pursuantto Calif ornia Government
The iJ Judgment creditor assignee of record Code 68150f the Clerk of The
applies for an abstract of Judgment end represents the following Courthereby certiflesthisdocumerd
Judgment debtors accurately refEectathe official courtName and last known address record.The etectrcnicsfgn.ature and
0äi Olson seat on this document tave the1220 Newport Center Drive 11-624 same valldlt and legal force ard
effect as an omglxal dories
PortBeach CA 92650
signature and court.seal Caflfon1a
Drivers iloense no last digits and state CA 6386 Unknown Covernment Code BalSOg
Social seourity no digIts 4190 Unknowii
Summons or notice oentxy of sister-state Judgment was prsonsi1y sewed or mailed to name and address
Summons Sewed by Personal Service on Jana Olson at 21155 Neort Qoast Drive Newport Coast CA 92657
Information on addItIonal Judg ment debtors is Information on additional Judgment creditors Is
shown on page shown on page
Judgment creditor name end address OrigInal abatreot reooied in thIs countyPassport Management LLC
One Market St $teuart Tower $ulte 2200 Date
San Franoisco CA 94105Ins No
Date Decelnber4 2014
Thomas Loran III
TYPE OR PRVT NAME SIGNATURE OFAFLIOANT OR ATTORNEY
Total amount of Judgment as entered or last renewed
$1039656316
AilJudgment credItors and debtors are listed on this abstraot
Judgment entered on date October 23 2014
Renewal entered on date
fl This judgment Is an Installment judgment
lEE
ftZMCLSON Clubs lht Court
This abstract Issued cii date126t2O14
10 IflJAn Cexecutionlien aitsebment lIen
is endorsed on the Judgment as follows
Amount
In favor of name and address
II stay of enforcement has
not been ordered by the court
been ordered by the court effectIve until
date12 LXJ certIfy that this is true and correct abstract of
the Judgment entered in this action
certified copy of the Judgment Is attached
Clerk by_________
ABSTRACT OP JUDGMENTCMLDeputy
mi GalonPag org
OsulsoloM Pr000dwo eVelG%AND SMALL CLAIMS674 700.ItO
rormAdtplod tar MsidawyUseJudIslal CojncIlaI CaSfomlo
EJ.OO1 IRM July 2014J
EXHIBIT PAGE 116
REC_517
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 125 of 375 Page ID #:655
ais-k-I2eE-TA aain-71 F1HSH1Q4tEt BN1 2IThhtO rtt5 19a4Main Documentf 90age 119 of 127
PLAINTIFF Fassport Managenient LW COURTCASEN0$
DEFENDANT Erland Olson eta1 30-2010-00346521
NAMES ANtD ADDRESSES OF ADDITIONAL JUDGMENT CREDITORS
12 Judgment creditor name and address 14 Judgment oreditor name and address
15 Continued on Attachment 15
INFORMATION ON ADDITIONAL JUDeMENT DEBTORS
16 Name arid lest known address 17 Name and last known addressnflJLDrivers license no last dlgIts and state Drivers license no last digIts and stats
Vnknown Unknown
Soolal security no Vast dlglts Unknown Social security no last dlIts Unknown
Summons was personally served at or mailed to address Summons was personally served at or mailed to address
18 Name arid last known address 19 Name and last known address
Drivers license no dlgltsj end state Drivers lIcense no last dIgits arid state
Unknown Unknown
SocIal security no dlgltep Unknown Social security no last dlgltsi Unknown
Summons was personally served at or mailed to address Summons was personally served at or mailed to address
20 Continued on Atlaohment 20
EJ.Oo1 Roy Julyl 20i4 ABSTRACT OF JUDGMENTCIVIL P1u02 otZ
AND SMALL CLAIMS
EXHIBIT PAGE 117
REC_518
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 126 of 375 Page ID #:656
Caj5a-j24g6-TA aathwl iL24tt EthThtt6r1eIa51gDa95Main Documenlof 99age 120 of 127
EJ-00l
ATOEYORPNYYiTH0UTAflOPJflY Nome.oflfl ndStei Bet pimbojN.rmoorcinamithnr
PILLSBURY NTHROP SHAW PIUMAN LLP
THOMAS LORAN III 95268 fJeffrey Jacobi 252884Four Embarcadem Center1 22nd Floor
San Francisco CA 94111
TEl Uo 415 983-1000 PM wa iap 415 983-1200
E.WLADOR$ OpUooa9
ATTOENE JUCOMENTFOR CREDiTOR
SUPERIOR 000RTOFQAUFORWA OONTY OF Orange
rRsETocRass 700 CIvic Center Olive West
MUIMOADPRE5S
OWYM4DZPCODE sarijeAna CA 92701
Total amount of Judgment as entered or last renewed
$10898883.15
All Judgment creditors and debtors are listed on this abstract
Judgment entered on date October 232014
Renewal entered on date
Thtajudgrnentls an Installment judgment
EM CML$ON Uwfr of th Coixt
This abstract Issued on date12/06/2014
10 An 1J exeDiltion lien attachment lien
Is endorsed on the Judgment as follows
Aniount$
in favor of name and address
11 May of enforcement has
not been ordered by the court
been ordered by the court effbctive until
date12 tJ certi that this isa true and correct abstract of
the judgment entered in this action
certifled copy of the judgment is attached
___ ___Clerk by ..._.2p..-- DeputyGitVànni Gala
code orcMl pmadweQ2074 7otgo
ASSIGNEE
SRMCH MMR Central Justice Center
Recorded in Official Records Orange CountyHugh Nguyen Clerk-Recorder
IIIIH III DI III22.oo
2014000530481 234 pm 12/091
62415A03F130.00 0.00 0.00 0.00 3.00 10.00 0.00 0.00
Fo gacoeom use ONLY
It
it
ll
PLAINTIFF Passport Management LLC CASE NUMXR
EFENDANT Erlend Olson at al 30-2010.00348521
ABSTRACT OF JUDGMENTCIVILAND SMALL CLAIMS Amended iuanttô California Govejarnent
The Judgment creditor assignee of record Code 881509 The Clerk of the
applies loran abstract of Judgment and represents the following .CourtherebycerUflesthisdocurnsntJudgment debtos accuately retlecthme offiàlal court
Name and last known address recorctThe electronicslgatureandFThÜ Olson Seal tn this documelit have the1220 Newport Center DrIve 11-824 seine validity and tegi force and
effect as an original clerics
çortBeach CA 92660
slgriatureand court seal California
Drivos license no Liast dlgIta and state CA 6385 Unknown Governtnent Code 6810gSocial security no last digltsJ 4190 Unknown
Summons or notice of enVy of sister-state Judgment was personally sewed or malted to name and addmas
Summons Served by Peraonai Service on Jana Olson at 21155 Newport Coast Drive Newport Coast CA 92657
LTJ Information on additional Judgment debtors Is information on additional Judgment creditors Is
shown on page shown on page
Judgment creditor name and adpmssPassport Management LW
EJ Original abalraot recorded in this county
One Market St $teuart Tower suIte 2200
Sen Francisco CA 84106
Date December 42014
Thomas Loran III
Date
bNo
._ftfl6 dc_-TYPE Oh PRINT NAME SIONMURE OpAPLcN4rogArrQ4gy
roan MwIod rMmdlIo1y use
Jut1IIcoundI0ICNfomls
E1.OOl iReii July 120141
ABSTRACT OF JUDGMENTCIVILAND SMALL CLAIMS
EXHIBIT PAGE 118
REC_519
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 127 of 375 Page ID #:657
Cae II5-1Uk-I24-TA llath$ 471 RH d1Q4tt IhLfirtëiü5 1YDa96Main Documentof 99age 121 of 127
PLAINTIFF Passport Management LLC cOURTcMENO
DEFENDANT Erlend Olson at at30-2010-00346521
NAMES AND ADDRESSES OF ADDrnONAL JUDGMENT CREDITORS
13. Judgment creditor name and address 14 Judgment creditor name and address
15 Continued on Attament 15
INFORMATION ON ADDITIONAL JUDGMENT DEBTORS
16 Name and last Known address 17 Nameand last Known address
Drivers license no last digltsj and stale Drivers license no past dIgits and state
Unknown Unknown
SocIal security no last digIts Unknown Social security no last digIts Unknown
Summons was personally served at or mailed to address Summons was personally served at or mailed to address
15 Name and last known address 19 Memo and last Known address
Drlves lIcense no iast4 dIgilsi and state Drivers license no Vast dIgits and state
EJUnknown LJllnlcnown
Soolal securfly no last dIgits iJ Unknown Social security no last dIgitsj Unknown
Summons was personally óerved et or mailed to 8ddfvss Summons was personally served at or mailed to address
20 CJ Contlnuad on Attachment 20
EJqilRatJuhi2Ol1 ABSTRACT OF JUDGMENTCIVIL P9e2or2
AND SMALL CLAIMS
EXHIBIT PAGE 119
REC_520
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Case 815-bk-12496TA Doc 517 Filed 12/15/16 Entered 12/15/16 150519 DeseMain Document Page 122 of 127
EXHIBIT
REC_521
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 129 of 375 Page ID #:659
CM/ECF U.S Bankruptcy Court v5.l LIVE Page of
Case 815-bk-12496-TA Doc 517 Filed 12/15116 Entered 12/15/16 150519 Desc
Main Document Page 123 of 127
Central District of California
Claims Register
815-bk-12496-TA Jana Olson
Judge Theodor Albert Chapter
Office Santa Ana Last Date to file claims 04/19/20 16
Trustee Richard Marshack TR Last Date to file Govt 11/10/2015
Creditor 36392537Law Offices of Louis Khoury APCLouis Khoury Esq1801 Century Park Ste 2400
Los Angeles CA 90067
Claim NoOriginal Filed
Date 06/23/2015
Original Entered
Date 06/24/2015
Status
Filed by CREntered by Otoniel Gonsales
Modified
AmountMclaimedII$27584.2911
History
Details 06/23/2015 Claim filed by Law Offices of Louis Khoury APC Amount claimed
$27584.29 Gonsales Otoniel
1-1 legal services performed
Remarks
Creditor 36853337FRANCHISE TAX BOARDBANKRUPTCY SECTION MS A340P0 BOX 2952
SACRAMENTO CA 95812-2952
Claim NoOriginal Filed
Date 01/28/2016
Original Entered
Date 01/28/2016
Status
Filed by CREntered by George Guido
Modified
AmountIcIaimedj$865.74I DII
Priority MclaimedII$170.65M DII
His tory
Details 01/28/2016 Claim filed by FRANCHISE TAX BOARD Amount claimed $865.74
Guido George
Description 2-1 Claim Filed
Remarks
Creditor 36914048American Express Centurion Bank
Becket and Lee LLP
P0 Box 3001
Malvern PA 19355-0701
Claim NoOriginal Filed
Date 02/29/2016
Original Entered
Date 02/29/2016
Status
Filed by CREntered by Lynn Brown
Modified
History
Details 3-1 02/29/2016 Claim filed by American Express Centurion Bank Amount claimed
$3612.53 Brown Lynn
Description 3-1 CREDIT CARD
Remarks
EXHIBIT PAGE 120
https//ecf.cacb.uscourts.gov/cgi-binSearchClairns.pl632473393786958-L_1_0-1 12/15/2016
REC_522
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CM/ECF U.S Bankruptcy Court v5.1 LIVE Page of
DescCase 815-bk-12496-TA Doc 517 Filed 12/15/16 Entered 12/15/16 150519Main Document Page 124 of 127
II II
AmountIjcIaimedI$3612.53M DII
History
Details 3-1 02/29/2016 Claim flIed by American Express Centurion Bank Amount claimed
$3612.53 Brown Lynn
Description 3-1 CREDIT CARD
Remarks
Creditor 36279738 Claim NoOriginal Filed
Date 04/15/2016
Status
Passport Management LLC
do Thomas Loran Ill EsqPillsbury Winthrop Shaw Pittman LL
Four Embarcadero Center 22nd Floor
San Francisco CA 94111
Amount MdlaimedIl$11590628.98I1
11
10
SecuredMdlaimedI$1 1590628.9811 100
Original Entered
Date 04/15/2016
Filed by CREntered by Philip WardenModified
His tory
Details 4-1 04/15/2016 Claim filed by Passport Management LLC Amount claimed
$11590628.98 Warden Philip
Description
Remarks 4-1 Claim of not less than 11590628.98
Creditor 37032170 Claim No Status
Michael Weiss Original Filed Filed by CRWeiss Spees LLP Date 04/19/2016 Entered by Michael Weiss
1925 Century Park East 650 Original Entered Modified
Los Angles CA 90067 Date 04/19/2016
AmountMclaimedjI$166250.00II
1111
History
Details 5-1 04/19/2016 Claim filed by Michael Weiss Amount claimed $166250.00 WeissMichael
Description 5-1 Fees for legal services
Remarks
Claims Register Summary
Case Name Jana Olson
Case Number 8l5-bk-12496-TA
ChapterDate Filed 05/14/2015
Total Number Of Claims
EXHIBIT PAGE 121
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REC_523
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CMIECF U.S Bankruptcy Court v5.1 LIVE Page of
Case 815-bk-12496-TA Doc 517 Filed 12/15/16 Entered 12/15/16 150519 Dese
Main Document Page 125 of 127
Total Amount Claimed
II$i 1788941.54
ITotal Amount AllowedIj
Includes general unsecured claims
The values are reflective of the data entered Always refer to claim documents for actual amounts
Claimed Allowed
Secured $11590628.98
Priority $170.65
AdministrativeM
PACER Service Center
Transaction Receipt
12/15/2016 134108
PACERILogin
mh40528703453976O I0itIcode
Description Claims RegisterSearch
Criteria
Is 5-bk- 12496-TAFiled or Entered
From 11/25/2010
Filed or Entered To
11/3/2017
IBillable
fluPagesCost 0.10
EXHIBIT PAGE 122
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REC_524
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Case 815-bk-12496-TA Doc 517 Filed 12/15/16 Entered 12/15/16 150519 DescMain Document Page 126 of 127
PROOF OF SERVICE OF DOCUMENT
am over the age of 18 and not party to this bankruptcy case or adversary proceeding My business address is
870 Roosevelt Irvine CA 92620
true and correct copy of the foregoing document entitled specify CHAPTER TRUSTEES MOTION FORORDER APPROVING COMPROMISE WITH CREDITOR PASSPORT MANAGEMENT LLC FOR ALLOWANCE OFSECURED CLAIM AND CARVE-OUT MEMORANDUM OF POINTS AND AUTHORITIES AND DECLARATION OFRICHARD MARSHACK IN SUPPORT will be served or was served on the judge in chambers in the form and
manner required by LBR 5005-2d and in the manner stated below
TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING NEF Pursuant to controlling General
Orders and LBR the foregoing document will be served by the court via NEF and hyperlink to the document On dateDecember 15 2016 checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that
the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated
below
Service information continued on attached page
SERVED BY UNITED STATES MAILOn date December 15 2016 served the following persons and/or entities at the last known addresses in this
bankruptcy case or adversary proceeding by placing true and correct copy thereof in sealed envelope in the United
States mail first class postage prepaid and addressed as follows Listing the judge here constitutes declaration that
mailing to the judge will be completed no later than 24 hours after the document is filed
INTERESTED PARTY VIA DEBTOR DEBTORPERSONAL DELIVERY JANA OLSON JANA OLSONWAYNE PHILIPS 220 NEWPORT CENTER DRIVE SANTA ANA COUNTY JAIL
WAYNE PHILIPS LAW UNIT 11-624 62 CIVIC CENTER PLAZA26060 ACERO STE 217 NEWPORT BEACH CA 92660 SANTA ANA CA 92702
MISSION VIEJO CA 92691 BOOKING NO 1600001675
JAIL NO 209678
Service information continued on attached page
SERVED BY PERSONAL DELIVERY OVERNIGHT MAIL FACSIMILE TRANSMISSION OR EMAIL state method
for each person or entity served Pursuant to F.R.Civ.P Sand/or controlling LBR on date ________________ served
the following persons and/or entities by personal delivery overnight mail service or for those who consented in writing to
such service method by facsimile transmission and/or email as follows Listing the judge here constitutes declaration
that personal delivery on or overnight mail to the judge will be completed no later than 24 hours after the document is
filed
Service information continued on attached page
declare under penalty of perjury under the laws of the United States that the foregoing is true and correct
December 15 2016 Layla Buchanan /s/ Layla Buchanan
Date Printed Name Signature
This form is mandatory It has been approved for use by the United states Bankruptcy Court for the central District of California
June 2012 901 33.1.PROOF.SERVICE
481 7-0153-7342
REC_525
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Case 815-bk-12496-TA Doc 517 Filed 12/15/16 Entered 12/15/16 150519 DescMain Document Page 127 of 127
TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING NEF Cont
Frank Cadigan frank.cadiganusdoj.gov
Edward Hays ehaysmarshackhays.com ecfmarshackhaysgmail.com
Sarah Cate Hays [email protected] [email protected]
Doah Kim [email protected]
Richard Marshack TR [email protected] rniarshackiq7technoIogy.cam
Ashley Merlo [email protected] [email protected]
Lovee Sarenas [email protected] [email protected]
Ashley Teesdale [email protected] [email protected]
United States Trustee SA ustpregionl 6.sa.ecfusdoj.gov
Annie Verdries [email protected] [email protected]
Philip Warden [email protected]
thomas.loranpillsburylaw.com laura urtadopillsburylaw.com
@pillsburylaw.com
Gilbert Weisman [email protected]
Michael Weiss [email protected] [email protected]
This form is mandatory It has been approved for use by the United States Bankruptcy court for the central District of California
June 2012 901 33.1.PROOF.SERVICE
481 7-0153-7342
REC_526
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REC_527
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REC_528
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REC_529
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REC_530
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REC_531
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REC_532
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REC_533
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C se 8:15-bk-12496-TA Doc 654 Filed 07/18/17 Entered07/18/17 15:43:22 Desc Main Document Page 1 of 28
1 D. EDWARD HAYS, #162507 [email protected]
2 LAILA MASUD, #311731 lmasud@marshackhays,com
3 MARSHACK HAYS LLP 870 Roosevelt
4 Irvine, CA 92620 Telephone: (949) 333-7777
5 Facsimile: (949) 333-7778
6 Attorneys for Chapter 7 Trustee, RICHARD A. MARSHACK
7
8
9
UNITED STATES BANKRUPTCY COURT
10 In re
CENTRAL DISTRICT OF CALIFORNIA - SANTA ANA DIVISION
Case No. 8:15-bk-12496-TA
11 JANA W. OLSON, Chapter 7
12 Debtor.
13
14
15
16
17
18
TRUSTEE'S MOTION FOR ORDER APPROVING COMPROMISE WITH THE OLSON CHILDREN'S IRREVOCABLE TRUST; MEMORANDUM OF POINTS AND AUTHORITIES; AND DECLARATION OF RICHARD A. MARSHACK IN SUPPORT
Date: August 8, 2017 Time: 11 :00 a.m. Ctrm: SB
19 TO THE HONORABLE THEODOR C. ALBERT, UNITED STATES BANKRUPTCY JUDGE,
20 THE OFFICE OF THE UNITED STATES TRUSTEE AND ALL INTERESTED PARTIES:
21 RICHARD A. MARSHACK, in his capacity as Chapter 7 Trustee ("Trustee") for the
22 bankruptcy estate ("Estate") of Jana W. Olson ("Debtor"), has reached an agreement to resolve
23 litigation claims arising from Debtor's transfers relating to an offshore trust in the Cook Islands
24 entitled the Pink Panther Trust as follows:
25 1. Summary of Argument
26 A bankruptcy court should approve a Chapter 7 trustee's proposed settlement of estate claims
27 if the compromise is fair and equitable. In this case, Debtor transferred to her minor children the
28 1
MOTION FOR APPROVAL OF COMPROMISE WITH CHILDREN'S TRUST
REC_534
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1 beneficial interest in an offshore trust valued at approximately $4.5 million. The Trustee alleged that
2 these transfers were fraudulent because Debtor made them within weeks after being sued by Passport
3 Management, LLC, and because her children did not provide any reasonably equivalent value in
4 exchange for acquiring their interests in the offshore trust. Trustee now seeks to settle these
5 fraudulent transfer claims pursuant to a written agreement signed by the guardian ad !item appointed
6 by this Court to act as the representative of the children. Under the tem1s of the compromise, the
7 guardian settled a new trust in California for the benefit of the children entitled the Olson Children's
8 Inevocable Trust dated June 16, 2017 ("Children's Trust"), and cooperated in requesting that the
9 offshore trustee transfer all remaining funds from the Pink Panther Trust to this new tlust. Upon
10 receipt of $4,342,149.82 from the Pink Panther Trust, the Children's Trust immediately transfeITed
11 $3,377,324.13 to the Trustee for the benefit of creditors. Subject to Court approval, Trustee has
12 agreed to allow the Children's Trust to retain the remaining $964,825.69 for the benefit of the
13 children (and not either of their parents). The Trustee believes that this proposed settlement is in the
14 best interests of the estate because the funds never would have been repatriated without the full
15 cooperation of the Children's Trust.
16 2. Statement of Facts
17 On May 14, 2015, Debtor filed a voluntary petition under Chapter 7 of Title 11 of the United
18 States Bankruptcy Code. Richard A. Marshack is the duly appointed and acting Chapter 7 Trustee of
19 the Estate.
20 Prior to bankruptcy, Debtor self-settled the Miyim Cook Islands Trust dated 2009 ("Trust").
21 Debtor testified that the Trust was funded with $4.6 million. Originally, Debtor was the settlor and
22 sole beneficiary. In 2011, Debtor transfeITed her beneficial interest in the Trust to her two minor
23 children for no consideration. Immediately prior to bankruptcy, Debtor changed the name of the
24 Trust to the Pink Panther Trust and falsely stated in her Schedules that the trust was "defunct and
25 defunded."
26 I I I
27
28 2
MOTION FOR APPROVAL OF COMPROMISE WITH CI-IILDREN'S TRUST
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1 Trustee contended that Debtor's creation and funding of this self-settled trust was avoidable
2 pursuant to 11 U.S.C. § 548(e) ["the trustee may avoid any transfer of an interest of the debtor in
3 property that was made on or within 10 years before the date of the filing of the petition, if-
4 (A) such transfer was made to a self-settled trust or similar device"]. Furthermore, even if Debtor's
5 original transfers in connection with the funding of the trust were not avoidable, Trustee contended
6 that Debtor's transfer of her beneficial interest to her children was avoidable as an actually and/or
7 constructively fraudulent transfer. Specifically, Debtor made these transfers to her children within
8 several weeks after being sued by what is now her largest creditor, Passport Management, LLC.
9 During the course of Debtor's bankruptcy, she was ordered to repatriate the funds from the
10 Cook Islands. After failing to bring the money back, Debtor was found in civil contempt and was
11 incarcerated for more than one year. In order to obtain turnover of the funds from the Cook Islands,
12 the Trustee determined that it was necessary to seek the cooperation of Debtor, her former spouse
13 Erlend Olson, and a court-appointed guardian for the children. After obtaining the signed written
14 consent of these parties on documents which had been preapproved by the offshore trustee,
15 $4,342,149.82 was returned from the Cook Islands.
16 To avoid having to sue Debtor's children alleging that they were recipients of fraudulent
17 transfers (which the United States Supreme Court in Husky has dete1mined are debts that cannot be
18 discharged), to preclude the possibility that the funds would never be returned, and to heed the
19 Court's repeated admonitions about finding a solution that resulted in Debtor purging her contempt,
20 the Trustee decided that the best solution was to enter the proposed settlement.
21 On July 5, 2017, $4,342,149.82 was received by the Children's Tlust from the Pink Panther
22 Trust. Of that amount, $3,377,324.13 was transferred to the Trustee for the benefit of the Estate. The
23 compromise provides that the remaining $964,825.69 will be retained by the Children's Trnst for the
24 benefit of the children (but not either of their parents). On July 7, 2017, Debtor was released from
25 the custody of the United States Marshal Service.
26 While the Trustee would have preferred to receive the full benefit of all funds for the benefit
27 of creditors, he decided that the proposed compromise was the best way to proceed to ensure that
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1 creditors received a substantial benefit from the offshore funds and that the estate did not incur
2 further administrative expenses in attempting to avoid the transfers as fraudulent and to secure
3 turnover from the Cook Islands.
4 3. Details of the Compromise
5 The following is a summary of the terms of the agreement ("Agreement") between the
6 Trustee and the Children's Trust. 1 Subject to Bankruptcy Court approval, the Parties agree as
7 follows:
8 A. Barret, in his capacity as guardian ad !item for the Children, agrees that all
9 transfers of property by Debtor to the Children are avoided, recovered by, and
10 preserved for the benefit of Debtor's bankruptcy estate. Immediately upon
11 execution of this agreement, Barret shall request that all property transferred
12 to the Children by Debtor be deposited into the Settlement Escrow Account
13 related to the Children's Trust including instructing the Trustee of the Pink
14 Panther Trust to transfer all of the funds and assets owned by Pinlc Panther
15 Trust (the "Pinlc Panther Trust Funds") for deposit into the Settlement Escrow
16 Account maintained by Douglas, as trustee of the Children's Trust, at UBS.
17 BaiTet and Douglas agree that all funds received by the Settlement Escrow
18 Account or the Children's Trust that must be distributed to the Trustee
19 pursuant to this agreement is property of Debtor's banlcruptcy estate and will
20 be held in trust for the benefit of Trustee until such funds are received by
21 Trustee. Barret and Douglas aclmowledge and agree that the spendthrift
22 provisions of the Children's Trust are not intended to, and do not, relate to
23 their obligation under this agreement to distribute funds to Trustee.
24 B. Within one business day after funds are received and become available for
25 withdrawal from the Settlement Escrow Account, including funds received
26
27 1 All interested parties are advised to consult the Agreement attached as Exhibit "l" for all terms and
28 conditions. The statements contained here are only a summary. 4
MOTION FOR APPROVAL OF COMPROMISE WITH CHILDREN'S TRUST
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1 from the Pink Panther Trust, Douglas shall:
2 a. Distribute to Trustee 77. 78% of all funds and retain
3 22.22%; and
4 b. Distribute to Trustee 100% of all funds after retained
5 funds reach One Million Dollars ($1,000,000.00).
6 C. Upon entry of a final, non-appealable order by the bankruptcy court approving
7 this compromise, Douglas may access retained funds which will then become
8 subject to the tenns of the Children's Trust. Such funds shall not constitute
9 property of Debtor's bankruptcy estate.
10 D. The waivers and releases under this agreement are limited in nature and
11 extend only as follows:
12 Erland waives and releases any and all claims to establish right, title
13 to, and interest .in any funds transferred by Debtor to the Children
14 including all Pink Panther Trust Funds. Erlend further acknowledges
15 that, since prior to the creation of the Miyim Trust in 2009, he has not
16 had any beneficial ownership in any funds held by the Pink Panther
17 Trust Funds.
18 E. The Trustee has not released any claims to any other assets in which Debtor
19 has an interest or which she may have fraudulently transferred.
20 The Trustee seeks approval of the settlement set forth in the Agreement pursuant to
21 Rule 9019 of the Federal Rules of Bankruptcy Procedure ("FRBP").
22 4.
23
Legal Authority
A. The Court May Approve a Settlement of a Pending Controversy
24 It is well-established that a compromise should be approved if it is "in the best interest of the
25 estate ... and is fair and equitable for the creditors." Schmitt v. Ulrich (In re Schmitt), 215 B.R. 417,
26 424 (B.A.P. 9th Cir. 1997); ATKN Company v. Guy F. Atkinson Company of California (In re Guy
27 F. Atkinson Company), 242 B.R 497, 502 (B.A.P. 9th Cir. 1999) ("At its base, the approval of a
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1 settlement tums on the question of whether the compromise is in the best interest of the estate.") The
2 standards to be applied to the approval of a settlement include:
3 1) the probability of success of the litigation on its merits;
4 2) the difficulties in collection on a judgment;
5 3) the complexity of the litigation involved; and
6 4) the expense, inconvenience or delay occasioned by the litigation, and the interest of
7 creditors.
8 In re A & C Properties, 784 F.2d 1377, 1380-81 (9th Cir. 1986), cert. den., Martin v. Robinson, 479
9 U.S. 854, 107 S.Ct. 189 (1989).
10 Although the Court is to consider the range ofresults in the litigation, "the court's assessment
11 does not require resolution of the issues, but only their identification, so that the reasonableness of
12 the settlement may be evaluated" (emphasis added). In re Hermitage Inn, Inc., 66 Ban1a. 71, 72
13 (Ban1a. D. Colo. 1986). Moreover, it is not the ban1auptcy court's responsibility to decide the
14 numerous questions of law and fact with respect to the merits of the litigation, but rather to "canvas
15 the issues and see whether the settlement falls below the lowest point of the range of
16 reasonableness." In re Heissinger Resources Ltd., 67 Ban1a. 378,383 (C.D. Ill. 1986).
17 The Agreement provides an expedient and cost effective resolution to the Estate's claims
18 against the children to avoid and recover Debtor's transfers of funds to, and her interest in, the Pink
19 Panther Trust. This settlement represents prudent business decisions made knowingly and
20 voluntarily by each party so that the Parties may put these disputed issues behind them. Continued
21 litigation would be costly and would delay any distribution to creditors.
22 i. The Probability of Success
23 The probability of success element weighs in favor of approving the compromise. While the
24 Trustee is confident that the Estate's position is well-founded and that the subject transfers could be
25 avoided, there is always a risk ofloss in litigation. Additionally, due to the cost that has already been
26 incurred in seeking to obtain the funds in the Pin1c Panther Trust, continued litigation would not be in
27 the best interest of the Estate. In order to avoid the risk of an unfavorable outcome, to minimize
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1 administrative costs, and to expedite the process of making distributions to creditors, the Trustee has
2 exercised his business judgment by deciding to enter the proposed Agreement.
3 ii. Difficulties in Collection
4 The difficulty in collecting on a judgment any judgment obtained by the Trustee weighs in
5 favor of approving the compromise. The Trustee has been attempting to obtain turnover of the funds
6 in the Pink Panther Trust since first discovering them through rigorous examination of Debtor. To
7 date, the difficulties in obtaining the funds have proven costly. Lastly, the laws of the Cook Islands
8 would have made enforcement of a judgment (in the absence of a settlement) extremely difficult to
9 obtain the funds.
10 iii. Complexity of Litigation
11 Should further litigation have been necessary, Trustee believes that while the legal issues
12 regarding avoidance of the transfers were not substantively complex, enforcement of a judgment of
13 the United States in the Cook Islands would have been extremely complex. In sum, there was no
14 certainty that the result from continued litigation would be more beneficial than the proposed
15 compromise. The Trustee has therefore detern1ined that settlement was appropriate.
16 iv. Expense, Inconvenience, and Delay
17 To prevail on the subject avoidance actions and then to enforce the resulting judgment would
18 have required the Estate to expend substantial additional resources with no guarantee of success.
19 Additionally, continued litigation would have resulted in substantial additional delays. Lastly, there
20 was a risk that the Court would have ordered Debtor's from incarceration prior to obtaining turnover
21 of the funds. If this were to have occurred, Trustee had substantial concerns that Debtor would have
22 interfered with efforts to repatriate the funds like she did previously in sending the "crucifixion" e-
23 mail.
24 B. The Settlement is Fair and Equitable and Should be Approved
25 The Trustee believes that the Agreement is fair and reasonable and in the best interest of the
26 Estate for at least the following reasons:
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1. The settlement resolves all litigation against Debtor's children regarding the funds
7 MOTION FOR APPROVAL OF COMPROMISE WITH CHILDREN'S TRUST
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1 received from the Pink Panther Trust, thereby reducing litigation expenses;
2
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2.
3.
The settlement avoids the risk of never obtaining turnover of the funds;
The settlement is a reasonable compromise given the Trustee's assessment of issues
4 related to the case; and
5 4. Resolving this dispute in the proposed manner will result in the Estate maximizing
6 . limited res?urces for the benefit of creditors by avoiding unnecessary litigation costs.
7 The Trustee has therefore detennined, in his sound business judgment, that the proposed
8 settlement as memorialized in the Agreement represents a reasonable compromise which minimizes
9 the risk and costs of litigation. Unless the Court finds that Trustee has abused his discretion in
10 entering the proposed settlement, the compromise should be approved.
11 C. Service of the Notice and Motion was Proper
12 Notice of a proposed compromise must be given to all creditors, the United States Trustee,
13 the debtor, and indenture trustees as provided in FRBP 2002, and to any other entity as the court may
14 direct. See Rule 9019(a) of the Federal Rules of Bankruptcy Procedure. In this case, the Trustee has
15 served the following parties:
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17
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2.
All creditors that were scheduled or that filed claims;
The parties to the state court action that is being settled and claimants that filed liens
18 in that pending action;
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4.
The Office of the United States Trustee; and
The Debtor.
8 MOTION FOR APPROVAL OF COMPROMISE WITH CHILDREN'S TRUST
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1 5. Conclusion
2 For the reasons stated above, the Tmstee requests that the Court approve the settlement and
3 authorize the Tmstee to take the steps necessary to consummate the Agreement.
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DATED: July 18, 2017 MARSHACK HAYS LLP
Isl D. Edward Hays By: _______________ _
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D.EDWARDHAYS LAILAMASUD Attorneys for Chapter 7 Tmstee, RICHARD A. MARSHACK
MOTION FOR APPROVAL OF COMPROMISE WITH CHILDREN'S TRUST
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Declaration of Richard A. Marshack
I, Richard A. Marshack, declare as follows:
1. I am the Chapter 7 trustee ("Trustee") for the bankruptcy estate ("Estate") of Jana W.
5 Olson ("Debtor").
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3.
I am an individual over 18 years of age and competent to make this Declaration.
I have personal knowledge of the matters set fmih in this Declaration, and if called
8 upon to do so I could and would competently testify to these facts, as to other matters I have
9 know ledge based on information and belief.
10 4. I make this declaration in suppmi of my motion to approve a settlement agreement
11 ("Agreement") with the Olson Children's Trust. A true and correct copy of the Agreement is
12 attached as Exhibit "l."
13 5. On May 14, 2015, Debtor filed a voluntary petition under Chapter 7 of Title 11 of
14 the United States Bankruptcy Code.
15 6. During my administration of this case, I learned that prior to bankruptcy, Debtor
16 self-settled the Miyim Cook Islands Trust dated 2009 ("Trust"). Debtor testified that the Trust was
17 funded with $4.6 million. Originally, Debtor was the settlor and sole beneficiary. In 2011, Debtor
18 transferred her beneficial interest in the Trust to her two minor children for no consideration.
19 Immediately prior to bankruptcy, Debtor changed the name of the Trust to the Pink Panther Trust
20 and falsely stated in her Schedules that the trust was "defunct and defunded."
21 7. I contended that Debtor's creation and funding of this self-settled trust was avoidable
22 pursuant to 11 U.S.C. § 548( e) ["the trustee may avoid any transfer of an interest of the debtor in
23 property that was made on or within 10 years before the date of the filing of the petition, if-
24 (A) such transfer was made to a self-settled trust or similar device"]. Furthermore, even if Debtor's
25 original transfers in connection with the funding of the trust were not avoidable, I contended that
26 Debtor's transfer of her beneficial interest to her children was avoidable as an actually and/or
27 constructively fraudulent transfer. Specifically, Debtor made these transfers to her children within
28
8 MOTION FOR APPROVAL OF COMPROMISE UNDER RULE 9019
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1 several weeks after being sued by what is now her largest creditor, Passport Management, LLC and
2 her children did not provide any reasonably equivalent value.
3 8. During the course of Debtor's bankruptcy, she was ordered to repatriate the funds
4 from the Cook Islands. After failing to bring the money back, Debtor was found in civil contempt
5 and was incarcerated for more than one year. In order to obtain turnover of the funds from the Cook
6 Islands, I determined that it was necessary to seek the cooperation of Debtor, her fornier spouse
7 Erlend Olson, and a court-appointed guardian for the children. After obtaining the signed written
8 consent of these parties on documents which had been preapproved by the offshore trustee,
9 $4,342,149.82 was returned from the Cook Islands.
10 9. To avoid having to sue Debtor's children alleging that they were recipients of
11 fraudulent transfers (which the United States Supreme Court in Husky has detern1ined are debts that
12 cannot be discharged), to preclude the possibility that the funds would never be returned, and to
13 heed the Court's repeated admonitions about finding a solution that resulted in Debtor purging her
14 contempt, I decided that the best solution was to enter the proposed settlement.
15 10. On July 5, 2017, $4,342,149.82 was received by the Children's Trust from the Pink
16 Panther Trust. Of that amount, $3,377,324.13 was transferred to me for the benefit of the Estate.
17 The compromise provides that the remaining $964,825.69 will be retained by the Children's Trust
18 for the benefit of the children (but not either of their parents).
19 11. On July 7, 2017, Debtor was released from the custody of the United States Marshal
20 Service.
21 12. While I would have preferred to see the Estate receive the full benefit of all funds
22 returned from the Cook Islands, I decided that the proposed compromise was the best way to
23 proceed to ensure that creditors received a substantial benefit from the offshore funds and that the
24 estate did not incur fu1iher administrative expenses in attempting to avoid the transfers as fraudulent
25 and to secure turnover from the Cook Islands.
26 13. The guardian ad litem appointed by this Court for the benefit of the children is
27 Debtor's father, Barry Weekes. The Children's Trust settled by Barry Weekes names Debtor's
28
9 MOTION FOR APPROVAL OF COMPROMISE UNDER RULE 9019
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1 brother, Doug Weekes, as Trnstee. Both Doug and Barry were extremely cooperative during the
2 process of reaching a settlement and obtaining turnover of the funds. Both expended substantial
3 personal time and resources in negotiating an agreement that avoided my need to sue the children
4 (which also required the creation and operation of the Children's Trust). This proposed compromise
5 also resulted in the return of the funds and Debtor's release from incarceration.
6 I declare under penalty of perjury that the foregoing is true and correct, and that this
7 declaration is executed on July 18, 2017, at Mammoth Lakes, California.
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?'12 k ',N/ I t RICHARD A. MARSHACK
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EXHIBIT 1
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SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (the "Agreement") is made and entered into as of June 17, 2017, by and among Richard A. Marshack ("RAM"), solely in his capacity as the chapter 7 trustee of the bankruptcy estate of Jana Weekes Olson; Douglas Weekes ("Douglas"), solely in his capacity as the t1ustee of The Olson Children Irrevocable Trust dated June 17, 2017 ("Children's Trust"); Bam1t Weekes ("Barret'') solely in his capacity as the truster of the Children's Trust and guardian ad !item of the Children (as defined below); and Erlend M. Olson ("EMO"), individually a "Party" and collectively, "Parties").
RECITALS
This Agreement is made with reference to the following:
A. Jana Weekes Olson ("JWO") is the debtor in that certain bankruptcy case now pending in the United States Bankruptcy Court Central District of California (the "Court"), as Case No. 8: 15-bk-12496-TA;
B. The Parties understand that JWO settled the 2009 MIYIM Cook Islands Trust which later changed name to the "Pinl( Panther Trust Cook Islands Trust" ("PPT");-
C. JWO made cetiain transfers to the minor children of EMO and JWO ("Children") including naming them as primary beneficiaries of the PPT Trust;
D. JWO purports to be the settlor of the PPT and was its initial sole beneficiary;
E. EMO claims that the funds in the PPT were taken from him by JWO without his consent and that he has unadjudicated claims to such funds. The other Parties to this agreement dispute such claims;
F. RAM claims that all funds transferred by JWO to the Children including the funds in the PPT belong to JWO's bankruptcy estate or that any rights of the Children to such funds are subject to avoidance and recovery as fraudulent transfers;
G. Barret is the father of JWO, guardian ad !item for the Children, and trustor of the Children's Trust;
H. Douglas is trustee of the Children's Trust;
I. The Parties enter this agreement with the intention of working together for the purpose of the Children's Trust obtaining possession of all funds and property transferred by JWO to the Children including the funds held in the PPT; and .
J. Upon receipt of funds by the Children's Trust, this agreement resolves the competing claims of ownership to such funds.
To avoid additional attorneys' fees, the uncertainties, costs and burdens oflitigation, and without admitting the truth of any claims or allegations, the Patiies now wish to settle their
)~-1(13~ RM -1 EO -1 DW n2 . . . ·1-,w· ·- . . -·---·-.
""1:'lbvl
EXHIBIT 1, PAGE 11
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claims to the funds in the PPT, and certain claims against each other pursuant to the terms of this Agreement and the performance of the obligations contained herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, each of which is incorporated into this Settlement Agreement, and the mutual covenants, conditions, promises and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:
1. Court Approval of this Settlement Agreement. The effectiveness of the consideration provided by the Trustee pursuant to this Agreement is contingent upon the Court entering an order approving it. Failure of the Court to approve this Agreement shall render such provisions void and without effect. The date that the Court enters its order approving this Agreement shall be referred to as the "Effective Date."
2. Transfer of Assets to the Children's Trust. Barret, in his capacity as guardian ad /item for the Children, agrees that all transfers of property by JWO to the Children are avoided, recovered by, and preserved for the benefit of JWO's bankruptcy estate, Immediately upon execution of this agreement, Barret shall request that all property transferred to the Childre·n by JWO be deposited into the Settlement Escrow Account related to the Children's Trust including instructing the Trustee of the PPT to transfer all of the funds and assets owned by PPT (the "PPT Funds'') for deposit into the Settlement Escrow Account maintained by Douglas, as trustee of the Children's Trust, at UBS. Barret and Douglas agree that all funds received by the Settlement Escrow Account or the Children's Trust that must be distributed to RAM pursuant to this agreement is property of JWO' s bankruptcy estate and will be held in trust for the benefit of RAM until such funds are received by RAM. Barret and Douglas acknowledge and agree that the spendthrift provisions of the Children's Trust are not intended to, and do not, relate to their obligation under this agreement to distribute fonds to RAM.
3, Disbursement of Funds from the Settlement Escrow Account to RAM. Within one business day after funds are received and become available for withdrawal from the Settlement Escrow Account, including funds received from the PPT, Douglas shall:
a. Distribute to RAM 77.78% of all funds and retain 22.22%; and
b, Distribute to RAM 100% of all funds after retained funds reach One Million Dollars ($1,000,000.00).
4. Disbursement of Funds from the Settlement Escrow Account to Children's Trust. Upon entry of a final, non-appealable order by the bankruptcy court approving this compromise, Douglas may access retained funds which will then become subject to the terms of the Children's Trust. Such funds shall not constitute property of JWO's bankruptcy estate.
5. Waivers and Releases. The waivers and releases under this agreement are limited in nature and only extend as follows:
a. By RAM: Upon receipt of all funds required to be distributed to RAM as set fo1th in paragraph 3 and the Effective Date, (i) RAM waives and releases any and all right, title to, and interest in the PPT Funds retained by Douglas for the Children's Trust; and (ii) releases any fraudulent transfer claims against the Children arising from transfers received from JWO;
.J*"~i RM_/ EO _/ DW ~ . . .. ·r, w . " . . -·- -- ,_ ' -e~
EXHIBIT 1, PAGE 12
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b. By the Children, through Douglas and Barret in their capacities as guardian ad !item and as trustor and trustee of the Children's Trust: The Children, Douglas, and Barret waive and release any and all right, title to, and interest in funds received by the Children from JWO that are due to RAM under this agreement; and
c. By EMO: EMO waives and releases any and al) claims to establish right, title to, and interest in any funds transferred by JWO to the Children including all PPT Funds. EMO further aclmowledges that, since prior to the creation of the Miyim Trust in 2009, he has not had any beneficial ownership in any funds held by the PPT Funds. This waiver shall not preclude EMO from seeking allowance of an administrative claim against the bankruptcy estate from funds recovered by the Trustee from the PPT to the extent provided in the Joint Prosecution Agreement approved by the Court on July 7,2016.
6. Limited Release. Except with respect to the rights and obligations created by this Agreement, the Parties hereby release and forever discharge the other Parties and their heirs, successors, assigns, shareholders, members, officers, attorneys, trustees, and personal representatives from any and all claims, demands, debts, duties, obligations, promises, liabilities, indemnities, contributions, recoupments, amounts, disgorgements, damages, -accounts, payments, acts, costs, expenses, sums of money, suits, actions or causes of action of whatever kind or nature, in law, equity or otherwise, which they may have ever have had prior to the Effective Date with respect to any claim, right, charge, lien, or other interest in and to funds transferred or purportedly transferred by JWO to the Children whether known or unknown, matured or umnatured, suspected or unsuspected including the PPT Funds. This release is not intended to be a general release of any kind, and it extends only to claims arising from funds transferred by JWO to the Children including funds in the PPT Trust.
7. No Frustration of Purpose. Each of the Parties represents and warrants that it has not taken and will not take any action, which would tend to defeat the intent, purposes or provisions of this Agreement. Each of the Parties represents and warrants that it has no present intent to pursue any further claims concerning the Released Claims.
8. Ambigµity. Each Party acknowledges and represents that it has participated in the drafting of this Agreement. In construing and interpreting this Agreement, no provision shall be construed or interpreted against any particular Party because such provision, or the Agreement as a whole, was purportedly drafted or requested by that Party or its counsel.
9. Enforcement of This Agreement. Any action to resolve a dispute over the enforcement or interpretation of this Agreement shall be resolved by the Bankruptcy Court in JWO's bankruptcy case. Each Party consents to jurisdiction and venue of the Bankruptcy Court to resolve any such action.
10. General Provisions
a. Covenant not to Sue. The Parties covenant not to sue each other or pursue · any legal action inconsistent with the terms of this agreement including with respect to the PPT Funds.
b. No Admission of Liability. This agreement affects the settlement of claims that are disputed by the Parties. Except as set forth herein, nothing contained in this agreement is intended as or shall be construed as an admission by any Party of any liability of any kind, with respect thereto. It
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is expressly understood and agreed that this agreement is being made solely for the purpose of avoiding the expense and inconvenience of litigation of the matters described herein.
Authorization. Each of the individuals who are executing this Agreement represents and wan-ants that it, he, or she has the legal authority to execute and deliver this Agreement on behalf of himself or herself. Further, any individual signing this Agreement on behalf of another party represents and warrants that they have the capacity and authority to do so.
Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the respective Parties hereto, their respective legal successors, heirs, administrators and assigns, and each of them.
Governing Law and Construction. This Agreement shall be construed under and shall be governed by Title 11 of the United States Code with respect to the rights of the bankruptcy estate and the laws of the State of California with regard to contractual provisions. The provisions of this agreement shall be construed according to their common meaning and not strictly for or against any party.
Severability. Whenever possible, each provision of this agreement shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this agreement shall be prohibited by or invalid under any such law or regulation in any Jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such Jaw or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this agreement, or the validity or effectiveness of such provision in any other jurisdiction.
Title and Captions. The Parties have inserted the section and paragraph titles in this Agreement only as a matter of convenience and for reference, and the titles in no way define, limit, extend, or describe the scope of this agreement or the intent of the Parties in including any particular provision in this agreement.
Further Assurances. The Parties, and each of them, agree without further consideration to execute and deliver such other documents and to take such other action as may be necessary to consummate the purposes of this agreement.
Time is of the Essence. The Parties agree that time is of the essence with regard to the provisions of this agreement and that it is of the utmost importance that all of the obligations hereunder be fully performed in stnct accordance with the dates and times set forth herein.
Entire Agreement. This agreement sets forth the entire understanding of the parties in connection with the subject matter hereof, None of the parties hereto has made any statement, representation or warranty in connection herewith which has been relied upon by any other party hereto or which has been an inducement for any party to enter into this agreement, except as expressly set forth herein. It is expressly understood
)~-if ..lhlf!I RM _j EO _j DW 1[l: . --~~ ·- . . - ·-·-·-.
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and agreed that this agreement may not be altered, amended, modified, or otherwise changed in any respect whatsoever except by a writing duly executed by authorized representatives of the parties hereto. The Parties agree that they will make no claim at any time that this agreement has been altered or modified or otherwise changed by oral communication of any kind or character.
k. Cumulative Remedies. Any specific right or remedy set forth in this agreement, legal, equitable or otherwise, shall not be exclusive, but shall be cumulative with all other rights or remedies set forth herein or allowed or allowable by law.
I. Recitals. The recitals set fmih at the beginning of this agreement are incorporated into this agreement by this reference and this agreement shall be interpreted with reference to such recitals. In the event of litigation concerning the interpretation or enforcement of this agreement, the Recitals set forth above shall constitute _admissions by each of the Parties.
m. Counterparts. This agreement may be executed in two or more counterparts, each of which will be an original, and all of which shall constitute an agreement.
n. Electronic Signatures. The Parties shall be bound by their affixed signatures hereto which may be transmitted by facsimile or electronic mail (in .pdf format) as if such signatures were original "ink" signatures, in which case each one shall constitute an original.
IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement as of the date set forth above.
Ric ard A. Marshack, solely in his Capacity as eekes, solely in his capacity as the the Chapter 7 Trustee of the Bankruptcy Estate trustee o The Olson Children Irrevocable of Jana Weekes Olson Trust dated June 17, 2017
Erlend M. Olson
s.r ...
Barret Weekes, solely in his capacities as trustor of The Olson Children Irrevocable Trust dated June 17, 2017, and as guardian ad !item for the Children
EXHIBIT 1, PAGE 15
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the Individual who signed the document to which this certificate Is attached, and not the truthfulness, accuracy, or validity of that document.
who proved to me on the basis of satisfactory evidence to be the person{sr whose name(s)-ls/ai:esubsprlbed to the within Instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(res}, and that by his/her/thetrsignature(e) on the instrument the person(s}, or the "entity upon behalf of which the person(a) acted, executed the instrument.
CHANEL MENDOZA Commission # 2033111
j Notary Public - Qalilornia ~ z Orange County :!!
J. h. ~ ,MH0T'2Jxgirzs1~1Hi11l
Place Notary Seal Above
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
-----------------OPTIONAL---------------Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Doc~e9y / . / ~ / _/ 4 / Title or Type of Document: C...,..J'.;'~e>vt±= ~c'bt1&7;':,{e??L ~ Document Date: . Number of Pages: ____ _
Signer(sf Other Than l'(J-arrrecl--A~------------------. Capacity(ies) Claimed by Signer(s) ---.._ Signer's Name:____________ slar11 Sig er./s.,Name: ___________ _ D Corporate Officer - Title(s): _______ D Corporate'0fti.Q_er - Tltle(s): ______ _ D Partner - D Limited D General D Partner - D Llmttei;L_ D General D Individual D Attorney In Fact D Individual D Atto'l'rl~in Fact D Trustee D Guardian or Conservator D Trustee D Guardian""'b onservator D Other:______________ D Other:-------------'-----Signer Is Representing: _________ Signer Is Representing: -------.._,....-
~~~~
©2016 National Notary Association· www.NatlonalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item t/5907
EXHIBIT 1, PAGE 16
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CALIFORNIA ALL~PUIRPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
• A notary public or other officer completing this certificate verifies only the identity of the Individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of Californ/a ,
County of A-JaMec,lc..:... ) on O(:, /zo /2-0 ( 7 before me0?J'11C\l( \-fo.J t. 7 . Vl10 vtls KJ qy
Date . Here /nse Name and Title of the Offlcer--p U b ( 1 (_ personally app~ared To l ~ I Ct S, IA) e,e,. l(.e S ~
. Na;,e(s)ofS~ ~
who proved to me on the basis of satisfactory evidence to be the person~· whose namelsl' is/~ ·subscribed to the within Instrument and acknowledge.9 to_;ne that he/~/tpey executed thls'ame in his/h~r1th(% authorized capacity(l;,s)', and that by his/h,ef/t~r signature~on tHe instrument the person~ or the entity upon behalf of whidh the persony-f acted, executed the Instrument.
PATRICIA HAYES EDMONDS Commission# 21354.10
i Notary Public • California ~ :a: Alameda-County ?!
~ ® " • 4 o .Ml ~0T111: [x~rts li01 t8·n1 ;J
Place Notary Seal Above
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
---------------oPTIONAL--------------Though this section is optional, completing this Information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document,
Description of Attached Document ec--L---f" Title or Type of Document: '3::,::\tlel'/\eM t ,A-<p---e&r?l Document Date: ______ _ Number of Pages: ___ Signer{s) Other Than Named Above: ___________ _
Capacity(ies) Claimed !)y Signer(s) Signer's Name: __________ _ Signer's Name: __________ _ D Corporate Officer - Title(s): _____ _ 0 Corporate Officer - Tltle(s): _____ _ D Partner - D Limited O General 0 Partner - 0 Limited O General 0 Individual D Attorney in Fact 0 Individual O Attorney In Fact 0 Trustee D Guardian or Conservator 0 Trustee D Guardian or Conservator 0 Other: _____________ _ D Other: ____________ _ Signer Is Representing: ________ _ Signer Is Representing: _______ _
~~~
©2014 National Notary Association• www.NationalNotary.org • ·J-800-US NOTARY (1-800-876-6827) Item i/5907
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the Identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of Cali~ia
County of Y@'?j € -)
On ,:::&e~ J before m,{hcl',tr/J/4-dy4,, .dMi!{I /lJ,lrc: ate -~ J- L & Here Insert Name and Title of the Officer
personally appeared,! aa,--e fat, . 5 · Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person{s-) whose name(s) is/al'e subscribed to the withlri instrument and acknowledged to me that he/sl;e/they executed the same in his/her/the!rauthorized capaoity(ies), and that by his/hetitheir signature(s}-on the Instrument the person(s-), or the entity upon behalf of which the person{s) acted, executed the Instrument.
Place Notary Seal Above.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNES~ and offlclal seal.
Signatu~riZ~/L2 Signature of Notary Pub/le
---------------OPTIONAL---------------Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
D_escription of Attached Do~e;•J/ / .fl_,,, . ~ Title or Type of Document:.- ~6"7:L ~t:(Yeyr/ ?cod .@ff&:r-e Document Date: _________________ Number of Pages: ____ _ Signer( ) Other Than Named Above: ______________________ _
Capacity 1 • ed by Signer(s) Signer's Name: ______ _::;::==--.a=---- Signer's Name: ___________ _ D Corporate Officer - Title(s): _____ __::;:,,..__1.J Corporate Officer - Tltle(s): ______ _ D Partner - D Limited D General er - D Limited D General D Individual D Attorney in Fact D lndlvldu D Attorney In Fact D Trustee D Guardian or Conservator D Trustee uardlan or Conservator D Other: D Other: -----~...-------Signer Is Representing: Signer Is Representing: -----"-------
~~~~
©2016 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY {1-800-876-6827) Item #5907
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SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (the "Agreement") is made and entered into as of --,---,---,,,---' 2017 by and among Richard A. Marsback ("RAM"), solely in his capacity as the chapter 7 trustee of the bankruptcy estate of Jana Weekes Olson; Douglas Weekes ("Douglas"), solely in his capacity as the trustee of the Olson Children's IITevocable Trust dated as of ______ ~ 2017 (the "Children's Trust"); Barret Weekes ("Ba:tTet") solely in his capacity as the trustor of the Children's Trust and guardian ad !item of the Children (as defined below); and Erlend M. Olson ("EMO"), individually a "Party" and collectively, the ''Parties").
RECITALS
This Agreement is made with reference to the following:
A. Jana Weekes Olson ("JWO") is the debtor in that certain bankruptcy case now pending in the United States Bankruptcy Court Central District of California (the "Court"), as Case No. 8:15-bk-12496-TA;
B. The Parties understand that JWO settled the 20091Y.11YIM Cook Islands Trust which later changed name to the "Pink Panther Trust Cook Islands Trust" ("PPT"); .
C. JWO made certain transfers to the minor children of EMO and JWO ("Children") including naming them as primary beneficiaries of the PPT Trust;
D. · JWO purports to be the settlor of the PPT and was its initial sole beneficiary;
E. EMO claims that the funds in the PPT were taken from him by JWO without his consent and that he has unadjudicated claims to such funds. The other Parties to this agreement dispute such claims;
F. RAM claims that all funds transferred by JWO to the Children including the funds in the PPT belong to JWO's banl011ptcy estate or that any rights of the Children to such funds are subject to avoidance and recovery as fraudulent transfers; ·
G. Barret is the the father of JWO, guardian ad !item for the Children, and trustor of the Children's Trust;
H. Douglas is trustee of the Children's Trust;
I. The Pruties enter this agreement with the intention of working together for the purpose of the Children's Trust obtaining possession of all funds and property transferred by JWO to the Children including the funds held in the PPT; and
J. Upon receipt of funds by the Children's Trust, this agreement resolves the competing claims of ownership to such funds.
To avoid additional attorneys' fees, the uncertainties, costs and burdens of litigation, and without admitting the truth of any claims or allegations, the Parties now wish to settle their
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claims to the funds in the PPT, and certain claims against each other pursuant to the tenns of this Agreement and the performance of the obligations contained herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, each of which is incorporated into this Settlement Agreement, and the mutual covenants, cond,itions, promises and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:
1. Court Approval of this Settlement Agreement. The effectiveness of the consideration provided by the Trustee pursuant to this Agreement is contingent upon the Court entering an order approving it. Failure of the Court to approve this Agreement shall render such provisions void and without effect. The date that the Court enters its order approving this Agreement shall be referred to as the "Effective Date."
2. Transfer of Assets to the Children's Trust. Barret, in his capacity as guardian ad !item for the Children, agrees that all transfers of property by JWO to the Children are avoided, recovered by, and preserved for the benefit of JWO 's bankruptcy estate. Immediately upon execution of this agreement, Barret shall request that all property transferred to the Children by JWO be deposited into the Settlement Escrow Account related to the Children's Trust including instructing the Trustee of the PPT to transfer all of the funds and assets owned by PPT (the "PPT Funds") for deposit into the Settlement Escrow Account maintained by Douglas, as trustee of the Children's Trust, at UBS. Barret and Douglas agree that all funds received by the Settlement Escrow Account or the Children's Trust that must be distributed to RAM pursuant to this agreement is property of JWO's bankruptcy estate and will be held in trust for the benefit of RAM until such funds are received by RAM. Barret and Douglas acknowledge and agree that the spendthrift provisions of the Children's Trust are not intended to, and do not, relate to their obligation under this agreement to distribute funds to RAM.
3. Disbursement of Funds from the Settlement Escrow Account to RAM. Within one business day after funds are received and become available for withdrawal from the Settlement Escrow Account, including funds received from the PPT, Douglas shall:
a. Distribute to RAM 77.78% of all funds and retain 22.22%; and
b. Distribute to RAM 100% of all funds after retained funds reach One Million Dollars ($1,000,000.00).
4. Disbmsement of Funds from the Settlement Escrow Account to Children's Trust. Upon entry of a final, non-appealable order by the bankruptcy court approving this compromise, Douglas may access retained funds which will then become subject to the terms of the Children's Trust. Such funds shall not constitute property of JWO's banlQUptcy estate.
5. Waivers and Releases. The waivers and releases under this agreement are limited in nature and only extend as follows:
a. By RAM: Upon receipt of all funds required to be distributed to RAM as set forth in paragraph 3 and the Effective Date, (i) RAM waives and releases any and all right, title to, and interest in the PPT Funds retained by Douglas for the Children's Trust; and (ii) releases any fraudulent transfer claims against the Children arising from transfers received from JWO;
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b. By the Children, through Douglas and Barret in their capacities as guardian ad litem and as trustor and trustee of the Children's Trust: The Children, Douglas, and Barret waive and release any and all right, title to, and interest in funds received by the Children from JWO that are due to RAM under this agreement; and
c. By EMO: EMO waives and releases any and all claims to establish right, title to, and interest in any funds transfened by JWO to the Children includin~ all PPT Funds. EMO further aclmowledges that, since prior to the creatton of the Miyim Trust in 2009, he has not had any beneficial ownership in any funds held by the PPT Funds. This waiver shall not preclude EMO from seeking allowance of an administrative claim against the bankruptcy estate from funds recovered by the Trustee from the PPT to the extent provided in the Joint Prosecution Agreement approved by the Court on July 7, 2016.
6. Limited Release. Except with respect to the rights and obligations created by this Agreement, the Parties hereby release and forever discharge the other Parties and their heirs, successors, assigns, shareholders, members, officers, attorneys, trustees, and personal representatives from any and all claims, demands, debts, duties, obligations, promises, liabilities, indemnities, contributions, recoupments, amounts, disgorgements, damages, accounts; payments, acts, costs, expenses, sums of money, suits, actions or causes of action of whatever kind or nature, in law, equity or otherwise, which they may have ever have had prior to the Effective Date with respect to any claim, right, charge, lien, or other interest in and to funds transferred or purportedly transferred by JWO to the Children whether !mown or unlmown, matured or unmatured, suspected or unsuspected including the PPT Funds. This release is not intended to be a general release of any kind, and it extends only to claims arising from funds transferred by JWO to the Children including funds in the PPT Trust.
7. No Frustration of Purpose. Each of the Parties represents and warrants that it has not taken and will not take any action, which would tend to defeat the intent, pm-poses or provisions of this Agreement. Each of the Parties represents and warrants that it has no present intent to pursue any further claims conceming the Released Claims.
8. Ambiguity. Each Party aclmowledges and represents that it has participated in the drafting of this Agreement. In construing and interpreting this Agreement, no provision shall be construed or interpreted against any particular Party because such provision:, or the Agreement as a whole, was purportedly drafted or requested by that Patty or its counsel.
9. Enforcement of This Agreement. Any action to resolve a dispute over the enforcement or interpretation of this Agreement shall be resolved by the Bankruptcy Court in JWO's bankruptcy case. Each Party consents to jurisdiction and venue of the Bankruptcy Court to resolve any such action.
· 10. General Provisions
a. Covenant not to Sue. The Parties covenant not to sue each other or pursue any legal action inconsistent with the terms of this agreement including with respect to the PPT Funds.
b. No Admission of Liability. This agreement affects the settlement of claims that are disputed by the Parties. Except as set forth herein, nothing contained in this agreement is intended as or shall be construed as an admission by any Party of any liability of any kind, with respect thereto. It
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c.
d.
e.
f.
g.
h.
1.
j.
Main Document Page 25 of 28
is expressly understood and agreed that this agreement is being made solely for the purpose of avoiding the expense and inconvenience of litigation of the matters described herein.
Authorization. Each of the individuals who are executing this Agreement represents and warrants that it, he, or she has the legal authority to execute and deliver this Agreement on behalf of himself or herself. Further, any individual signing this Agreement on behalf of another party represents and warrants that they have the capacity and authority to do so.
Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the respective Parties hereto, their respective legal successors, heirs, administrators and assigns, and each of them.
Governing Law and Construction. This Agreement shall be construed under and shall be governed by Title 11 of the United States Code with respect to the rights oftbe bankruptcy estate and the laws of the State of California with regard to contractual provisions. The provisions of this agreement shall be construed according to their common meaning and not shictly for or against any party.
Severability. Whenever possible, each provision of this agreement shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this agreement shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this agreement, or the validity or effectiveness of such provision in any other jurisdiction.
Title and Captions. The Parties have inserted the section and paragraph titles in this Agreement only as a matter of convenience and for reference, and the titles in no way define, limit, extend, or describe the scope of this . agreement or the intent of the Parties in including any particular provision in this agreement.
Further Assurances. The Parties, and each of them, agree without further consideration to execute and deliver such other documents and to take such other action as may be necessary to consummate the purposes of this agreement.
Time is of the Essence. The Parties agree that time is of the essence with regard to the provisions of this agreement and that it is of the utmost importance that all of the obligations hereunder be fully performed in strict accordance with the dates and times set forth herein.
Entire Agreement. This agreement sets forth the entire understanding of the parties in connection with the subject matter hereof None of the parties hereto has made any statement, representation or warranty in connection herewith which has been relied upon by any other party hereto or which has been an inducement for any party to enter into this agreement, except as expressly set forth herein. It is expressly understood
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and agreed that this agreement may not be altered, amended, modified, or otherwise changed in any respect whatsoever except by a writing duly executed by authorized representatives of the parties hereto. The Parties agree that they will make no claim at any time that this agreement has been altered or modified or otherwise changed by oral communication of any kind or character.
k.' Cumulative Remedies, Any specific right or remedy set forth in this agreement, legal, equitable or otherwise, shall not be exclusive, but shall be cumulative with all other rights or remedies set forth herein or allowed or allowable by law.
1. Recitals. The recitals set forth at the beginning of this agreement are incorporated into this agreement by this reference and this agreement shall be interpreted with reference to such recitals. In the event of litigation concerning the interpretation or enforcement of this agreement, the Recitals set forth above shall constitute admissions by each of the Parties.
m. Counterparts. This agreement may be executed in two or more counterparts, each of which will be an original, and all of which shall constitute an agreement. ·
n. Electronic Signatures. The Parties shall be bound by their affixed signatures hereto which may be transmitted by facsimile or electronic mail (in .pdffonnat) as if such signatures were original "ink" signatures, in which case each one shall constitute an original.
IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement as of the date set fotih above.
Richard A. Marshack, solely in his Capacity as the Chapter 7 Trustee of the Bankruptcy Estate ofJ ana Weekes Olson
Erlend M. Olson
Douglas Weekes, solely in his capacity as the trustee of Olson Children's Irrevocable Trust
Barret Weekes, solely in his capacities as trustor of the Children's Trust and as guardian ad /item for the Children
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PROOF OF SERVICE OF DOCUMENT
I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 870 Roosevelt, Irvine, CA 92620
A true and correct copy of the foregoing document entitled (specify): TRUSTEE'S MOTION FOR ORDER APPROVING COMPROMISE WITH THE OLSON CHILDREN'S IRREVOCABLE TRUST; MEMORANDUM OF POINTS AND AUTHORITIES; AND DECLARATION OF RICHARD A. MARSHACK IN SUPPORT will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below:
1. TO BE SERVED BY THE COURT \/IA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On (date) July 18, 2017, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below:
!ZI Service information continued on attached page
2. SERVED BY UNITED STATES MAIL: On (date) July 18, 2017, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed.
DEBTOR JANA W. OLSON 431 VISTA GRANDE NEWPORT BEACH, CA 92660
INTERESTED PARTY WAYNE PHILIPS WAYNE PHILIPS LAW 26060 ACERO ST., STE. 217 MISSION VIEJO, CA 92691
!ZI Service information continued on attached page
3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date) July 18, 2017 I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed. Honorable Theodor C. Albert United States Bankruptcy Court Central District of California Ronald Reagan Federal Building and Courthouse 411 West Fourth Street, Suite 5085 Santa Ana, CA 92701-4593
D Service information continued on attached page
I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.
July 18, 2017 Layla Buchanan /s/ Layla Buchanan Date Printed Name Signature
This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.
June 2012 F 9013-3.1.PROOF.SERVICE
4812-5673-3514, V. 1
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1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF}: continued:
• U.S. TRUSTEE: Frank Cadigan [email protected] • Natalie B. Daghbandan [email protected],
[email protected];[email protected] • ATTORNEY FOR TRUSTEE: D Edward Hays [email protected], [email protected] • ATTORNEY FOR TRUSTEE: Sarah Cate Hays [email protected], [email protected] • INTERESTED PARTY: Doah Kim [email protected] • TRUSTEE: Richard A Marshack (TR) [email protected], [email protected] • INTERESTED PARTY: Ashley Merlo [email protected], [email protected] • INTERESTED PARTY: Levee D Sarenas [email protected] • ATTORNEY FOR TRUSTEE: Ashley M Teesdale [email protected],
[email protected] • U.S. TRUSTEE: United States Trustee (SA) [email protected] • ATTORNEY FOR INTERESTED PARTIES BOHM, MATSEN, KEGEL & AGUILERA, LLP, JEFFREY MATSEN:
Annie Verdries [email protected], [email protected] • INTERESTED PARTY: Philip S Warden [email protected],
[email protected];[email protected];[email protected];deirdre.campino @pillsburylaw.com;[email protected]
• INTERESTED PARTY: Gilbert B Weisman [email protected] • INTERESTED PARTY: Michael H Weiss [email protected], [email protected]
2. SERVED BY UNITED STATES MAIL: (Cont.)
INTERESTED PARTY COUNSEL FOR MARY OLSON PAUL P. YOUNG CHORA YOUNG, LLP 2667 E. COLORADO BLVD. SUITE B PASADENA, CA 91107
INTERESTED PARTY JOEL OSMAN PARKER MILLS LLP 800 w. 5TH STREET SUITE 500 LOS ANGELES, CA 90017-2702
INTERESTED PARTY DOUGLAS WEEKES, TRUSTEE OF THE OLSON CHILDREN IRREVOCABLE TRUST DATED JUNE 17, 2017 676 BLAIR AVENUE PIEDMONT, CA 94611
INTERESTED PARTY COUNSEL FOR SNELL & WILMER, LLP, ROGER GRAD AND MARK ZIEMBA MATTHEW HODEL HODEL WILKS LLP 4 PARK PLAZA, SUITE 640 IRVINE, CA 92614
INTERESTED PARTY COUNSEL FOR LATITUDE 48 CHARITABLE FOUNDATION, INC. STEPHEN C. DURINGER THE DURINGER LAW GROUP, PLC 181 S. OLD SPRINGS ROAD 2ND FLOOR ANAHEIM, CA 92808
INTERESTED PARTY DOUGLAS WEEKES 676 BLAIR AVENUE PIEDMONT, CA 94611
INTERESTED PARTY COUNSEL FOR JEFFREY MATSEN AND BOHM MATSEN, KEGEL & AGUILERA LLP KENNETH C. FELDMAN BARRY ZOLLER LEWIS BRISBOIS BISGAARD & SMITH LLP 633 WEST 5TH ST., STE. 4000 LOS ANGELES, CA 90071
INTERESTED PARTY BARRETT WEEKES, TRUSTOR OF THE CHILDREN'S TRUST AND GUARDIAN AD LITEM 431 VISTA GRANDE NEWPORT BEACH, CA 92660
INTERESTED PARTY BARRETT WEEKES 431 VISTA GRANDE NEWPORT BEACH, CA 92660
This form Is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.
June 2012
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1 PILLSBURY WINTHROP SHAW PITTMAN LLP PHILIPS.WARDEN [Cal. Bar No. 54752]
2 THOMAS V. LORAN III [Cal. Bar No. 95255] LAURA C. HURTADO [Cal. Bar No. 267044]
3 Four Embarcadero Center, 22nd Floor San Francisco, CA 94111-5998
4 Phone: (415) 983-1000 Fax: (415) 983-1200
5 [email protected] [email protected]
7 Counsel for Passport Management, LLC
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9
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UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
SANTA ANA DIVISION
l3 In re
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JANA W. OLSON,
Debtor.
Case No. 8:15-bk-12496-TA
Chapter 7
OPPOSITION OF CREDITOR PASSPORT MANAGEMENT, LLC TO TRUSTEE'S MOTION FOR ORDER APPROVING COMPROMISE WITH THE OLSON CHILDREN'S IRREVOCABLE TRUST
18 Date: August 22, 2017 Time: 11 :00 a.m.
19 . ..__ _______________ ___, Ctrm: 5B
20 TO THE HONORABLE THEODOR C. ALBERT, UNITED STATES BANKRUPTCY JUDGE,
21 OFFICE OF THE UNITED STATES TRUSTEE, AND ALL INTERESTED PARTIES:
22 Creditor Passport Management, LLC ("Passport") submits this Opposition to Trustee's
23 Motion for Order Approving Compromise with Olson Children's Irrevocable Trust (the "Motion").
24
25 I. SUMMARY OF ARGUMENT
26 The proposed settlement agreement between the Trustee and the Olson Children's
27 Irrevocable Trust (the "Compromise") violates this Court's Priority Order (as defined below)
28 entered in February 2017 and granting the Chapter 7 Trustee's Motion for an Order Approving his
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1 settlement agreement with Passport. The Compromise also violates the Bankruptcy Code's priority
2 distribution scheme. For these reasons, the Compromise cannot be approved in light of the recent
3 United States Supreme Court case, Czyzewski v. Jevic Holding Corp., 137 S. Ct. 973 (2017). By
4 promising to give approximately $1 million of estate property over which Passport has a first-in-
5 priority secured lien to a person who is not a creditor, is affiliated with the defrauding Debtor (who
6 has been denied a discharge by this Court), and before any money is distributed to the creditors, the
7 proposed Compromise violates both Passport's first-in-priority secured position and the Bankruptcy
8 Code's ordinary priority rules. Because the Compromise thus lacks consent from the affected
9 creditors, the Motion must be denied.
10
11 II. BRIEF SUMMARY OF FACTS
12 On May 14, 2015, Debtor Jana Olson ("Debtor") filed a voluntary petition for relief under
13 Chapter 7 of Title 11 of the United States Code. Less than two months later, Richard A. Marshack
14 (the "Trustee") filed a notice of appointment and acceptance as Chapter 7 Trustee of Debtor's
15 bankruptcy estate.
16 On April 15, 2016, Passport timely filed a proof of claim in the Chapter 7 Case, which claim
17 was assigned Claim No. 4-1. Passport's claim is based on multiple judgments and orders obtained
18 against Debtor prior to bankruptcy in that certain civil action that Passport, as plaintiff, filed on
19 February 22, 2010 in the Superior Court of the State of California for the County of Orange. The
20 proof of claim filed by Passport in the Chapter 7 Case asserts that the amount owed by Debtor to
21 Passport as of the Petition Date was $11,590,628.98, plus interest and post-judgment costs,
22 including attorneys' fees, and that the entirety of the claim is secured on account of the actions
23 taken by Passport to create judgment liens and the absence of any senior liens. Id., Attach. 1 at 5.
24 Recognizing that Passport's $11,590,628.98 claim, if allowed as a secured claim, would
25 prevent any other creditor from being paid and that even if it were unsecured, Passport's claim
26 would comprise over 99% of the unsecured creditor body, the Trustee proposed an agreement to
27 resolve all disputes between Passport and the Trustee (the "Agreement"). [Dkt. 517] Chapter 7
28 Trustee's Motion for Order Approving Compromise with Creditor Passport Management LLC for
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1 Allowance of Secured Claim and Carve-Out. Specifically, the Agreement provides that "Passport
2 shall have an allowed secured first-in-priority claim in the principal amount of $11,590,628.98
3 ('Principal Sum Due')." Id., Ex. 1 at 5. The Agreement further states that "all property recovered
4 under any theory of law or by consent from trust(s) settled by Debtor in the Cook Islands including
5 the 'Pink Panther Trust' ... shall constitute property of the estate subject to Passport's first-in-
6 priority secured claim." Id .. Essentially, the Agreement allows Passport a first-in-priority secured
7 claim senior to all others, but provides a carve-out sufficient to allow for pro rata payment of all
8 administrative and currently scheduled unsecured claims as if Passport's claim was not secured.
9 On February 6, 2017, this Court entered the Order Granting Chapter 7 Trustee's Motion for
10 Order Approving Compromise with Creditor Passport Management, LLC for Allowance of Secured
11 Claim and Carve-out [Dkt. 554] (the "Priority Order"). Specifically, the Priority Order approved
12 the Agreement and provides that "Passport shall have an allowed secured first-in-priority claim in
13 the principal amount of $11,590,628.98 ('Principal Sum Due')" and that "the secured claim of
14 Passport, whose priority is, subject to the provisions stated here, senior to all other claims and
15 charges of any kind and of any priority, however arising." Id. at 2. 1 The Priority Order also
16 approves the stipulated language that "all property recovered under any theory of law or by consent
17 from trust(s) settled by Debtor in the Cook Islands including the 'Pink Panther Trust' ... shall
18 constitute property of the estate subject to Passport's first-in-priority secured claim." Id. 2
19 Approximately three months after the Agreement, $4,343,149.82 was recovered from the
20 Pink Panther Trust. See [Dkt. 654] The Motion at 3. As stipulated by the Agreement, the
21 recovered property from the Pink Panther Trust-all $4,343,149,382-constitutes property of the
22 estate. See [Dkt. 554] the Priority Order; see also [Dkt. 517] Chapter 7 Trustee's Motion for Order
23 Approving Compromise with Creditor Passport Management LLC for Allowance of Secured Claim
24 and Carve-Out, Ex. 1 at 5.
25
26 See also [Dkt. 517] Chapter 7 Trustee's Motion for Order Approving Compromise with Creditor Passport Management LLC for Allowance of Secured Claim and Carve-Out, Ex. 1 at 5.
27 2 See also [Dkt. 517] Chapter 7 Trustee's Motion for Order Approving Compromise with
28 Creditor Passport Management LLC for Allowance of Secured Claim and Carve-Out, Ex. 1 at 5.
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1 Less than two weeks later, on July 18, 2017, the Trustee moved for an order approving a
2 settlement agreement (the "Compromise") with Debtor Olson Children's Irrevocable Trust (the
3 "Children's Trust"). See [Dkt. 654] The Motion. Pursuant to the Compromise, the Children's
4 Trust would retain the $964,825.69 recovered from the Pink Panther Trust "for the benefit of the
5 children (and not either of their parents)" because "[t]he Trustee believes ... the funds never would
6 have been repatriated without the full cooperation of the Children's Trust." [Dkt. 654] The Motion
7 at 2. However, the recipients of this estate property, Olson's children through the Children's Trust,
8 are affiliated with the malfeasant Debtor, who fraudulently transferred the MIYIM Cook Islands
9 Trust funds to them for no consideration and changed the name of the trust to the Pink Panther
10 Trust. See id. at 2-3. Debtor further falsely stated in her Schedules that the Pink Panther Trust was
11 "defunct and defunded." See id. at 2. But Debtor's signature was all that ever was required to
12 recover the money, which is why Passport moved for contempt.
13 Under these circumstances, it is reasonable to infer that the request to transfer funds in which
14 Passport has a judicially recognized perfected, first-in-priority security interest to the Debtor's
15 children, who have contributed nothing and have no claim, is merely another manifestation of the
16 Debtor's ongoing selfish attempts to make use, directly or indirectly, of funds to which she has no
17 claim. Debtor properly should have instructed the Cook Islands "fiduciary" to repatriate the funds;
18 the requested transfer to her children instead is a true shakedown and should not be countenanced.
19
20 III.
21
ARGUMENT
A. Under Jevic, This Court Cannot Approve the Priority-Violating Compromise.
22 A court cannot approve a priority-violating settlement that lacks the affected creditors'
23 consent and does not serve a Bankruptcy Code-related objective. See Jevic, 137 S. Ct. at 978-986
24 (holding that courts lack the legal power "to order a priority-skipping kind of distribution scheme
25 in connection with a Chapter 11 dismissal" because the settlement lacked affected creditors'
26 consent and did not serve "Code-related objectives"). Under the Bankruptcy Code, secured
27 creditors must be paid first before any other priorities come into play. See U.S. v. Speers, 382 U.S.
28 266, 269, n.3 (1965) (holding that "[s]ecured creditors, including those whose security was
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1 obtained subsequent to creation of the Government's lien, would have recourse to their security
2 before any of the Bankruptcy Act priorities come into play"); accord, Goggin v. Division of Labor
3 Law Enforcement of California, 336 U.S. 118, 126-28 (1949). Further, when determining whether
4 a settlement is "fair and equitable" under Federal Rules of Bankruptcy 9019, the most important
5 factor for a bankruptcy court to consider is "whether a particular settlement's distribution scheme
6 complies with the Code's priority scheme." Motorola, Inc. v. Official Comm. of Unsecured
7 Creditors (In re Iridium Operating LLC), 478 F.3d 452, 464 (2nd Cir. 2007).
8 In the recent Jevic opinion, the United States Supreme Court reiterated the importance of the
9 Code's priority scheme and held that bankruptcy courts may not approve structured dismissals that
10 provide for distributions that do not follow ordinary priority rules for a variety of reasons.3 Jevic,
11 157 S. Ct. at 978. There, respondent Jevic Transportation ("Jevic") filed for Chapter 11 bankruptcy
12 after being purchased in a leveraged buyout. Id., 137 S. Ct. at 980. The bankruptcy prompted two
13 lawsuits. Id. In the first, petitioners, a group of former Jevic truck drivers, were awarded a $12.4
14 million judgment against J evic for its failure to provide proper notice of termination in violation of
15 state and federal Worker Adjustment and Retraining Notification (WARN) Act. Id. at 980-81. $8,3
16 million of the claim counted as a priority wage claim under 11 U.S.C. § 507(a)(4), entitling
17 petitioners to payment ahead of general unsecured claims against the Jevic estate. Id. In the second
18 lawsuit, a court-authorized committee representing Jevic's unsecured creditors sued respondents
19 Sun Capital and CIT Group for fraudulent conveyance in connection with a leveraged buyout of
20 Jevic. Id. at 981. The parties in the second lawsuit entered into a settlement agreement that called
21 for a structured dismissal of Jevic's Chapter 11 bankruptcy. Id. Under this structured dismissal,
22 Petitioners would receive nothing on their WARN claims, but lower-priority general unsecured
23 creditors would be paid. Essentially, "the proposed settlement called for a structured dismissal that
24 provided for distributions that did not follow ordinary priority rules." Id.
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3 The Supreme Court also addressed the issue of whether Petitioners have Article III standing to bring a claim because, arguably, Petitioners did not suffer an injury in fact since they would have received nothing even if the Bankruptcy did not approve the settlement. Jevic, 157 S. Ct. at 982. The Supreme Court held that Petitioners did have standing. Id. at 983.
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1 Although the Bankruptcy Court agreed with Petitioners that the settlement's distribution
2 scheme failed to follow ordinary priority rules, it ultimately granted Respondent's motion and
3 approved the settlement agreement because it predicted that "without the settlement and dismissal,
4 there was no realistic prospect of a meaningful distribution for anyone other than the secured
5 creditors." Jevic, 157 S. Ct. at 982-82. The District Court affirmed the Bankruptcy Court, and the
6 Third Circuit affirmed the District Court. Petitioners sought certiorari. Id. at 982.
7 The Supreme Court reversed and held, for a variety of reasons, that bankruptcy courts may
8 not approve structured dismissals that provide for distributions that do not follow ordinary priority
9 rules. Jevic, 157 S. Ct. at 978. First, the Court recognized that "the priority system applicable to
10 those distributions has long been considered fundamental to the Bankruptcy Code's operation." Id.
11 at 984. Having found only statutory silence and no affirmative Congressional indication that a
12 structural dismissal could be used as "a backdoor means to achieve the exact kind of nonconsensual
13 priority-violating final distributions that the Code prohibits in Chapter 7 liquidations and Chapter 11
14 plans," the Supreme Court determined that structural dismissals cannot be used for such a purpose.
15 Id. Second, the Court determined that the priority-violating distribution scheme in Jevic was
16 impermissible because it "violate[s] priority without the impaired creditors' consent" nor did it not
17 serve a Code-related objective. Id. at 985. The Court further distinguished between valid priority-
18 violating distribution cases from the priority-violating distribution in Jevic by noting that the former
19 serve "significant Code-related objectives," such as making the disfavored creditors better off or
20 promote the possibility of a confirmable plan. Id. at 985-86. In contrast, the priority-violating
21 distribution in Jevic did not make the disfavored creditors, petitioners, better off or serve any
22 significant offsetting bankruptcy-related justification. Id. Accordingly, the Supreme Court reversed.
23 Finally, although Jevic concerned a Chapter 11 case, the Jevic reasoning and holding apply
24 to Chapter 7 liquidations.4 Indeed, Ievic confirms that the Supreme Court has an even stronger
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4 Throughout the Jevic opinion, the Court discusses Chapter? liquidations in the same breath as Chapter 11 dismissals-as though the two events are synonymous and should be analyzed in the same manner. See, e.g., Jevic, 157 S. Ct. at 979, 983-85. The key questions raised by the Court's analysis apply not only to Chapter 11 dismissals, but also to Chapter 7 liquidations: "May a court
(continued ... )
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1 aversion to priority-violating distribution agreements in Chapter 7 cases than in Chapter 1 ls. The
2 Court repeatedly notes that Chapter 7 provides less flexibility for distributions than Chapter 11
3 because "[t]he Code also sets forth a basic system of priority ... and makes clear that distributions
4 of assets in a Chapter 7 liquidation must follow this prescribed order." Jevic, 157 S. Ct. at 979
5 ( emphasis added). In contrast, the Code "provides somewhat more flexibility for distributions
6 pursuant to Chapter 11 plans." Id. Indeed, "[i]n Chapter 7 liquidations, priority is an absolute
7 command-lower priority creditors cannot receive anything until the higher priority creditors
8 have been paid in full. Id. at 983 (emphasis added).5 Based on the Supreme Court's inclusion of
9 Chapter 7 liquidations in its analysis and its recognition that Chapter 7 liquidation is more rigid
10 when it comes to priority-order distributions, the Supreme Court's holding and reasoning in Jevic
11 easily extends to Chapter 7 cases.
12 B. Application of J evic to the Case at Bar Warrants Denial of the Motion.
13 Because of the entry of the Priority Order approving the Agreement between the Trustee
14 and Passport and Passport's resulting status as the estate's first-in-priority creditor, the
15 Compromise cannot, under Jevic, be approved absent Passport's consent. Because Passport does
16 not consent to the Compromise, the Motion must be denied.
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1. The Compromise Violates the Priority Order
Similar to the impermissible distribution agreement in Jevic, the Compromise also violates
priority. The Bankruptcy Code "makes clear that distributions of assets in a Chapter 7 liquidation
must follow [a] prescribed order." Jevic, 157 S. Ct. at 979; Bankr. Code. §§ 725, 726. Because
Passport holds a $11,590,628.98 first-in-priority claim, all $4,343,149.82 of the estate property
( ... continued) consequently provide for distributions that deviate from the ordinary priority rules that would apply to a Chapter 7 liquidation or a Chapter 11 plan? Can it approve conditions that give estate assets to members of a lower priority class while skipping objecting members of a higher priority class?" Id. at 980. Beyond these questions, the Court also spent considerable time analyzing how a priorityviolating distribution agreement would be treated in a Chapter 7 case. See id. at 980-85. 5 Further, the Court noted in Jevic that "[n]othing else in the Code authorizes a court ordering a dismissal to make general end-of-case distributions of estate assets to creditors of the kind that normally take place in a Chapter 7 liquidation or Chapter 11 plan" and that "that would be flatly impermissible in a Chapter 7 liquidation or a Chapter 11 plan because they violate priority without the impaired creditors' consent." 157 S. Ct. at 984-85 (emphasis added).
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1 would have been distributed to Passport first. See U.S. v. Speers, supra, 382 U.S. at 269, n.3
2 (holding "[s]ecured creditors, including those whose security was obtained subsequent to creation
3 of the Government's lien, would have recourse to their security before any of the Bankruptcy Act
4 priorities come into play"); accord, Goggin v. Division of Labor Law Enforcement of California,
5 supra, 336 U.S. at 126-28. However, the Compromise instead violates the Code's priority order by
6 giving almost $1 million of estate property to a third-party, the Children's Trust, before any estate
7 property is distributed to any creditor. As such, the Compromise is even more egregious than the
8 priority-violating settlement in Jevic because it seeks to leapfrog over all creditors and to gift
9 money to a third-party who is not a creditor, who has never filed a proof of claim, and who is
10 affiliated with the malfeasant Debtor. Such a distribution plan violates priority order and cannot be
11 approved pursuant to Jevic.
12 2. The Compromise Lacks Consent of Affected Creditors
13 Further, like the impermissible priority-violating distribution agreement in Jevic, the
14 Compromise lacks the consent of the affected creditors - namely, Passport. Because the
15 Compromise essentially gifts estate property to a third-party before any is distributed to creditors,
16 the Compromise deprives Passport of approximately $1 million. The Trustee never sought
17 Passport's consent for the Compromise, and Passport does not consent to such an arrangement.
18 3. The Compromise Does Not Serve "Significant Code-related Objectives"
19 Unlike the permissible priority-violating schemes that the Supreme Court acknowledged in
20 J evic, the Trustee here fails to show how the Compromise serves "significant Code-related
21 objectives" or provides "any significant offsetting bankruptcy-related justification" for the
22 violation of ordinary priority rules. See Jevic, 157 S. Ct. at 985. To the contrary, the Compromise
23 does not resolve all possible litigation against Debtor's children regarding the Pink Panther Trust
24 funds as Passport has liens against all Pink Panther Trust funds and could pursue litigation against
25 the Children's Trust for such funds. Accordingly, the Compromise does not make the disfavored
26 creditors better off because it gifts $1 million of estate property to a third-party, who is not a
27 creditor, before distributing any funds to creditors of the estate.
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1 There are equitable reasons, moreover, why the Compromise should be rejected. Without
2 the Compromise, the estate would still have received all $4,343,149.82 from the Pink Panther
3 Trust, the lion's share of which would still have been distributed to Passport. All that had to occur
4 for the entire amount to be repatriated to the bankruptcy estate was what did occur: the Debtor
5 finally wanted to get out of jail enough to agree to the transfer of the Pink Panther Trust funds from
6 the Cooks Islands to the Trustee. This was Passport's and the Trustee's core strategy in re-
7 initiating contempt proceedings in the Bankruptcy Court, and this strategy was successful and did
8 not require any input from the Children's Trust or the Debtor's other family members.
9 Further, the Compromise would operate to validate and reward the Debtor's fraudulent
10 conduct. Debtor only purported to "release" her interest in the Cook Islands funds held under the
11 Pink Panther Trust moniker by transferring beneficial ownership for no consideration to her minor
12 children in 2011 following commencement of Passport's state court case against her in 2010. See
13 [Dkt. 654] The Motion at 2-3. This Court, of course, would neither aid Debtor's fraud, nor endorse
14 Debtor's fraudulent transfers. Yet that would be the effect of an order approving the Compromise
15 and treating as bona fide the Children's Trust's fraudulent claim to title to property of the estate.
16
CONCLUSION 17 IV.
18 For all of the foregoing reasons, the Court should deny the Motion.
19 DATED: August 8, 2017
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PILLSBURY WINTHROP SHAW PITTMAN LLP
By: Isl Philip S. Warden (Cal. Bar No. 54752) Thomas V. Loran III (Cal. Bar No. 95255) Laura C. Hurtado (Cal. Bar No. 267044) Four Embarcadero Center, 22nd Floor San Francisco, CA 94111-5998 Phone: ( 415) 983-1000 Fax: (415) 983-1200 philip. [email protected] [email protected] [email protected]
Counsel for Creditor Passport Management, LLC
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4840-9056-6988. V 1
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PROOF OF SERVICE OF DOCUMENT
I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: Pillsbury Winthrop Shaw Pittman, LLP 12255 El Camino Real, Suite 300 San Diego, CA 92130
A true and correct copy of the foregoing document entitled:
OPPOSITION OF CREDITOR PASSPORT MANAGEMENT, LLC TO TRUSTEE'S MOTION FOR ORDER APPROVING COMPROMISE WITH OLSON CHILDREN'S IRREVOCABLE TRUST
will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below:
1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On August 8, 2017, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below:
• Frank Cadigan [email protected] • Natalie B. Daghbandan [email protected], [email protected];[email protected] • D Edward Hays [email protected], [email protected] • Sarah Cate Hays [email protected], [email protected] • Doah Kim [email protected] • Richard A Marshack (TR) [email protected], [email protected]
• •
Laila Masud Ashley Merlo
[email protected], [email protected] [email protected], [email protected]
• Lovee D Sarenas [email protected] • Ashley M Teesdale [email protected], [email protected] • United States Trustee (SA) [email protected] • Annie Verdries [email protected], [email protected] • Philip S Warden [email protected],
thomas.loran @pillsburyla w .com;laura.hurtado@pillsburyla w. com;kathy. [email protected];deirdre.campino@pillsburylaw .com;can [email protected]
• Gilbert B Weisman [email protected] • Michael H Weiss [email protected], [email protected]
D Service information continued on attached page 2. SERVED BY UNITED STATES MAIL: On August 8, 2017, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed.
Service information continued on attached page
This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.
June2012 F 9013-3.1.PROOF.SERVICE 4845-7252-1036. vl
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3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on August 8, 2017, I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed.
VIA PERSONAL DELIVERY
Hon. Theodor C. Albert US Bankruptcy Court, Santa Ana Division 411 West Fourth Street, Suite 5085, Court Room 5B Santa Ana, CA 92701-4593
OVERNIGHT DELIVERY
United States Trustee ATTN: Frank Cadigan 411 W Fourth St., Suite 9041 Santa Ana, CA 92701-4593
Richard A. Marshack Marshack Hays LLP (Trustee) 870 Roosevelt Irvine, CA 92620-5749
VIA US MAIL
DEBTOR
Jana W. Olson 431 Vista Grande Newport Beach, CA 92660
INTERESTED PARTY
Wayne Philips Wayne Philips Law 26060 Acero St., Ste. 217 Mission Viejo, CA 92691
~ Service information continued on attached page
This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.
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VIA U.S. MAIL
INTERESTED PARTY COUNSEL FOR MARY OLSON PaulP. Young Chora Young, LLP 2667 E. Colorado Blvd, Suite B Pasadena,CA 91107
INTERESTED PARTY Joel Osman Parker Mills LLP 800 W. 6th Street, Suite 500 Los Angeles, CA 90017-2702
INTERESTED PARTY Douglas Weekes, Trustee of the Olson Children Irrevocable Trust Dated June 17, 2017 676 Blair Avenue Piedmont, CA 94611
INTERESTED PARTY COUNSEL FOR SNELL & WILMER, LLP ROGER GRAD AND MARK ZIEMBA Matthew Hodel Hodel Wilks LLP 4 Park Plaza, Suite 640 Irvine, CA 92614
INTERESTED PARTY COUNSEL FOR LATITUDE 48 CHARITABLE FOUNDATION, INC. Stephen C. Duringer The Duringer Law Group, PLC 181 S. Old Springs Road, 2nd Floor Anaheim, CA 92808
INTERESTED PARTY Douglas Weekes 676 Blair Avenue Piedmont, CA 94611
INTERESTED PARTY COUNSEL FOR JEFFREY MATSEN AND BOHM MATSEN, KEGEL & AGUILERA LLP Kenneth C. Feldman Barry Zoller Lewis Brisbois Bisgaard & Smith LLP 633 West 5th St., Suite 400 Los Angeles, CA 90071
INTERESTED PARTY Barrett Weekes, Trustor of the Children's Trust and Guardian Ad Litem 431 Vista Grande Newport Beach, CA 92660
INTERESTED PARTY Barrett Weekes 431 Vista Grande Newport Beach, CA 92660
D Service information continued on attached page
I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.
August 8, 2017 Candace J. Kleiner Isl Candace J. Kleiner Date Printed Name Signature
This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.
June2012 F 9013-3.1.PROOF.SERVICE 4845-7252-1036. vl
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1 PILLSBURY WINTHROP SHAW PITTMAN LLP PHILIPS. WARDEN [Cal. Bar No. 54752]
2 THOMAS V. LORAN III [Cal. Bar No. 95255] LAURA C. HURTADO [Cal. Bar No. 267044]
3 Four Embarcadero Center, 22nd Floor San Francisco, CA 94111-5998
4 Phone: (415) 983-1000 Fax: (415) 983-1200
5 [email protected] [email protected]
6 laura.ln.ll'[email protected]
7 Counsel for Passport Management, LLC
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UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
SANTA ANA DIVISION
Case No. 8:15-bk-12496-TA 13 In re
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JANA W. OLSON,
Debtor.
Chapter 7
SUPPLEMENTAL OPPOSITION OF CREDITOR. PASSPORT MANAGEMENT, LLC TO TRUSTEE'S MOTION FOR ORDER APPROVING COMPROMISE WITH THE OLSON CHILDREN'S IRREVOCABLE TR.UST; SUPPORTING SUPPLEMENTAL DECLARATION OF THOMAS V. LORAN III
Date: August 22, 2017 Time: 11 :00 a.m. Ctrm: SB
22 TO THE HONORABLE THEODOR C. ALBERT, UNITED STATES BANKRUPTCY JUDGE,
23 OFFICE OF THE UNITED STATES TRUSTEE, AND ALL INTERESTED PARTIES:
24 Creditor Passport Management, LLC ("Passport") submits this Supplemental Opposition to
25 Trustee's Motion for Order Approving Compromise with Olson Children's Irrevocable-Trust (the
26 HMotion"), which is further to the opposition papers (the "Original Opposition") filed by Passport
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1 on August 8, 2017 (Dkt 673) 1 and is timely filed in accordance with LBR 9013-l(f)(l) and
2 LBR 9013-l(m)(4),2
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4 I. A RECENT ACCOUNTING BY DEBTOR'S COOK ISLANDS FIDUCIARIES
5 SHOWS THAT PASSPORT WAS RIGHT IN THE ORIGINAL OPPOSITION:
6 ONLY DEBTOR'S SIGNATURE WAS NECESSARY FOR THE PINK PANTHER
7 FUNDS TO COME BACK FROM THE COOK ISLANDS.
8 One of the many objections to the Compromise that Passport advanced in the Original
9 Opposition was that property of the estate was being wasted because it was being gifted to non-
1 0 creditors whose "assistance" was never needed for the Debtor's Cook Islands funds to be
11 transferred to the Trustee. On todaf s briefing deadline, counsel for Passport learned from counsel
12 for the Trustee that the latter had r~ceived an accounting from Ora Fiduciary, Debtor's Cook
13 Islands financial operatives, concerning the Pink Panther Trust funds held there over time, See
14 Supplemental Loran Deel., attached,~~ 3-5, Ex, A. This accounting shows that both pre- and
15 post-Petition, Debtor at all times herself had the sole ability to move money in and out ofthe Ora
16 Fiduciary account. Id. Accordingly, this new evidence confirms that the Weekes family's
17 "assistance" was never need to effect the repatriation of the Pink Panther Trust Funds and, thus, for
18 the Court to approve the Compmmise would be tantamount to sanctioning Debtor's fraudulent
19 transfer scheme,
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1 All capitalized terms not otherwise defined in this Supplemental Opposition have the same meanii1gs as defined in the Original Opposition, 2 When the Original Opposition was filed on August 8, 2017, the Motion was then set for hearing on August 22, 2017, But the hearing was later continued by stipulation to August 29, 2017 at the request of counsel for the Children's Trust. Dkt 678; Dkt 680. Therefore, under LBR 9013-1(111)(4), the continuance operated to extend the due date for Passport's opposition to August 15, 2017 - fourteen days before the continued hearing date (as provided in LBR 9013-1 (f)(l )),
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1 II. TO REITERATIVE, PASSPORT HAS AN ALLOWED FIRST-IN-PRIORITY
2 CLAIM SECURED BY ALL PROPERTY OF THE ESTATE, INCLUDING THE
3 $964,825.69 IN ESTATE PROPERTY NOW BEING HELD HOSTAGE BY THE
4 CHILDREN'S TRUST.
5 Additional arguments support the bedrock conclusion advanced in the Original Opposition:
6 Passport has a first-in-primity claim secured by all of the property of the estate, including the funds
7 at issue, and that the Motion to gift $964,825,69 in estate property to a trust established for Debtor's
8 minor children (the "Children") to effectuate their retention of a fraudulent conveyance by the
9 Debtor therefore must be denied, among other reasons, for the lack of Passport's consent to it.
10 A. By the Express Terms of the Compromise between the Trustee and the Debtor's
11 Minor Children, the Funds at Issue are Irrefutably Property of the Estate.
12 The Compromise recites that "[Debtor] made certain transfers [of funds] to [the Children,]
13 including naming them as primary beneficiaries of the [Pink Panther Trustr' and further recites that
14 "[Trustee] claims that all funds transferred by [Debtor] to the Children[,] including the funds in the
15 [Pink Panther Trust,] belong to [Debtor's] bankruptcy estate or that any rights of the Children to
16 such funds are subject to avoidance and recovery as fraudulent transfers.»3 Notably, but not
17 surprisingly in light of these recitals, the Compromise expressly provides that ''all transfers of
18 property by [Debtor] to the Children are avoided, recovered by, and preserved for the benefit
19 of [Debtor l's bankruptcy estate."4
20 Thus, there can be no dispute- and the Trustee and the Children's Trust are estopped by the.
21 express terms of the Compromise from denying- that all of the funds remitted from the Cook
22 Islands, including the $964,825.69 at issue, were transfell'ed to a US bank account in the name of
23 the Children's Trust under an agreement between the Trustee and the Children's Trust that, pending
24 further order of this Court, all of the funds received were and are to be considered the Debtor's own
25 money and property of the estate and, thus, not the Debtor's childl'en's property, much less the
26 property of the Children's Trust.
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4 Compromise, Recitals C and F, p. 1. Dkt 654 at 14,
Id.,~ 2, p. 2, Dkt 654 at 15 (emphasis added).
- 3 -PASSPORT'S SUPP. OPP. TO MOT, FOR ORDER APPROV, COMP. WITH OLSON CHILDREN'S IRR. TRUST
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1 B. Passport's First-in-Priority Claim is Secured by All Estate Property, Regardless
2 Whether Passport's Judgment Liens Extended to All Such Property Pre-Petition,
3 Prior to the formation of the Agreement between the Trustee and Passport that resulted in
4 entry of the Priority Order approving Passport's having an allowed first-in-priority claim secured by
5 the property of the banlauptcy estate, the Trustee and Passport were in dispute, Passport contended
6 that its judgment liens attached to, and that it had a constructive trust over, all of Debtor's property,
7 wherever located; whereas, the Trustee, prior to formation of the Agreement, would not agree to
8 Passport's contentions in this regard. 5
9 By entering into the Agreement with Passport, however, the Trustee agreed, as the
10 Agreement expressly recites, that Passport's pre-petition judgment liens attached to all property of
11 the estate, regardless whether, as the Trustee initially disputed, Passport could establish its
12 pre-petition liens on all of Debtor's assets. 6 This concession by the Trustee, as the Court will
13 recall when it approved the Agreement and entered the Priority Order (Dkt 554), was in return for
14 Passport's agreement to a carve-out for payment of allowed administrative claims and for payment
15 of all other unsecured claims pari passu as if Passport's claim were not secured. 7 Thus, as the
16 Priority Order and Agreement expressly recognize, all of the Pink Panther Trust funds are property
17 of the banlauptcy estate, and Passport's first-in-priority lien attaches to all of those funds
18 regardless whether Passport's liens extended to these same funds while they were located in the
19 Cook Islands, either before or after what the Trustee in the Compromise accurately characterizes
20 as the Debtor's fraudulent conveyance of the Pinlc Panther Funds to the Children,
21 In sum, the Pink Panther Trust funds presently being held hostage by the Children's Trust
22 in its California bank account nevertheless remain estate property. Per the Priority Order, these
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5 See Mot, For Order Approv, Compromise with Passport, page 4, lines 10-14. Dkt 517 at 4. 6 See id. at page 6, lines 8-18 (reciting, inter alia, that "all property recovered under any theory of law or by consent from trust(s) settled by Debtor in the Cook Islands including the 'Pink Panther Trust' , , , shall constitute property of the estate subject to Passport's first-in-priority secured claim" (emphasis added)). Dkt 517 at 6. 7 See Order Granting Trustee's Motion to Approve Compromise (filed February 6, 2017), Ex, 1 (Tentative ruling issued January 25, 2017 describing Passport's carve-out), Dkt 554 at 7.
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1 funds are subject to Passport's first-in-priority lien, and Passport does not consent to the Motion
2 seeking their distribution to the Children's Trust. Accordingly, the Motion should be flatly denied.
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4 III, EVEN IF PASSPORT WERE FOUND TO HAVE NO LIEN RIGHTS, THE
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COMPROMISE NEVERTHELESS CANNOT BE APPROVED BECAUSE IT
GIVES AWAY ESTATE MONEY TO A NON-CREDITOR WHOSE
"ASSISTANCE" WAS NOT NEEDED ONCE THE DEBTOR HAD SIGNED OFF.
Even if Passport were a mere unsecured creditor, 8 it would be error for this Court to grant
the Motion over its objection to the Compromise or that of any other creditor, whether secured or
unsecured. The Compromise expressly provides that "the consideration [to be] provided by the
Trustee" thereunder is "contingent upon the Court's entering an order approving [the Trustee's
providing such consideration to the Children's Trust]." Compromise,, 1, at page 2. Dkt 654 at
15. This Court should deny the Motion because, contrary to the Motion's lip service to these
principles (see Motion at pp. 5-6. Diet. 654 at 5-6), it is not "fair and equitable for the creditors"
under Federal Rules of Bankruptcy Procedure ("FRBP") 9019 to approve the distribution of nearly
a seven-figure portion of the estate's money to a non-creditor whose "assistance" was not needed
and who is affiliated with the fraudulent Debtor.9 "[W]hile a bankruptcy court generally gives
deference to a trustee's business judgment in deciding whether to settle a matter, the trustee has the
8 By making this argument, Passport is not conceding or agreeing that its lien rights, under any version of the record facts, could possibly be seen somehow as not existing. To the contrary and even if the Priority Order did not exist to grant Passport a first-in-priority security interest in Debtor's entire bankruptcy estate, it is nevertheless incopceivable that Passport would not enjoy priority over general secured creditors under basic rules of equity and restitution. The Pink Panther Trust funds constitute specifically identifiable property, which has, through a circuitous route, been repatriated here to California. As property specifically identifiable to Debtor's pre~Petition fraudulent transfers, the Pink Panther Trust funds are traceable by Passport, in accordance with Section 58 of the Restatement (Third) of Restitution and Unjust Enrichment (2011), and therefore would subject to and impressed with a constructive trnst and/or equitable lien in favor of Passport in accordance with Sections 55 and 56 of the Restatement. As the holder of an equitable lien, Passport would have priority over general unsecured creditors. 9 See In re MSG Mktg., 111 B,R. 264,267 (B.A.P. 9th Cir. 1990) (analyzing a compromise under FR.BP 9019 and noting that "[a]lthough the banlauptcy court has great latitude in authorizing a compromise, it may only approve a proposal that is fair and equitable to the creditors) (internal quotations omitted),
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1 burden of persuading the bankruptcy court that the compromise is fair and equitable and should be
2 approved.'' In re Mickey Thompson Entertainment Group, Inc,, 292 B.R. 415,420 (B,A,P. 9th Cir.
3 2003) (internal quotations omitted). Thus, in determining whether a compromise should be
4 approved, a bankruptcy court must consider (a) the probability of success in litigation; (b) the
5 difficulties, if any to be encountered in the matter of collection; ( c) ·the complexity of the litigation
6 involved, and the expense, inconvenience and delay necessarily attending it; and (d) the paramount
7 interest of the creditors and a proper deference to their reasonable views in the premise. In re A &
8 C Properties, 784 F ,2d 13 77, 1381 (9th Cir. 1986). The fourth factor, the interests of the creditors,
9 is the most important factor. See In re de Armond, 240 B.R. 51, 54 (C.D. Cal. 1999) (describing
10 the four factors and noting that "the interests of creditors is the most important factor.")
11 The Trustee here has not met his burden of demonstrating that the compromise is fair and
12 equitable. Nor could it be, as the Compromise wastes estate assets and rewards Debtor's bad
13 conduct. More specifically, the Compromise fails the four-factor analysis outlined inln re A & C
14 Properties, 784 F.2d at 1381, for approving a compromise under FRBP 9019.
15 First, the probability of success element in litigation weighs against approving the
16 compromise. By the Trustee's own admission, he "is confident that the Estate's position is well-
17 founded and the subject transfers could be avoided." See Motion at 6. Dkt 654 at 6. As discussed in
18 the Original Opposition and the Motion, Debtor's transfers of the MIYIM Trust funds to the Pink
19 Panther Trust were fraudulent because Debtor made them within weeks after being sued by Passport
20 and "because Debtor's children did not provide any reasonably equivalent value in exchange for
21 acquiring their interests in the offshore trust," See Original Opposition at 4, 9; Motion at 2, Dkt 654
22 at 2. As admitted, the Trustee has a strong case and would likely succeed in litigation. As such, the
23 probability of success does not weigh in favor of approving the Compromise,
24 Second, the difficulty in collecting on a potential judgment (')btained by the Trustee weighs
25 against approving the Compromise. Arguably, the largest obstacle in obtaining the funds was
26 moving them from the Cook Islands to the United States. But because the subject funds have
27 already been transferred to the United States without condition and are currently located in
28 California and in the possession of the Children's Trust, the funds are no longer subject to Cook
- 6 -PASSPORT'S SUPP, OPP. TO MOT, FOR ORDER APPROV. COMP. WITH OLSON CHILDREN'S IRR. TRUST
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1 Islands territorial jurisdiction or laws, and a California judgment would be easier to enforce, Once
2 the Trustee obtained a judgment against the Children's Trust, he would have been able to enforce it
3 through the usual means provided by federal and state law.
4 Third, the complexity of litigation, the expense, inconvenience and delay also weigh against
5 approval. Again, the Trustee admits that "the legal issues regarding avoidance of the transfers
6 were not substantively complex." Motion at 7. The only "complex" issue noted in the Motion was
7 the enforcement of a judgment of the United States in the Cook Islands. But, as discussed above,
8 this is no longer an obstacle because the Pink Panther Trust funds are now here. See Motion, Ex. A
9 at i 2, at 2. Further, any anticipated litigation would be quickly resolved because, as admitted by
1 O the Trustee, the Trustee has a strong case and prior judgments and facts establish that the
11 Children's Trust is not entitled to the Pink Panther Trust; Because the only "complex" issue in
12 potential litigation has been resolved and anticipated litigation would be quickly resolved, this
13 factor weighs squarely against approving the Compromise.
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1 Fourth, the most important factor, the creditors' interest and deference to their reasonable
2 views, weigh heavily against approving the Compromise. As discussed in the Original Opposition,
3 the Compromise is not in the interests of the creditors because it gifts approximately $1 million of
4 the estate property to a third-party, who is not a creditor, before distributing any funds to creditors
5 of the estate. See Original Opposition at 8-9. Without the Compromise, the estate would still have
6 received all $4,343.149.82 from the Pink Panther Trust, all of which would have been distributed
7 to the creditors with the majority going to Passport, after payment of allowed estate administrative
8 claims. As mentioned in the Original Opposition, Passport does not consent to the Compromise,
9 and to the best of its knowledge, no other creditors have consented either. The interests of
10 creditors weigh strongly against approving a Compromise that rewards non-creditors who are
11 affiliated with a malfeasant Debtor,
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13 l)ATED: August 15, 2017
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PILLSBURY WINTHROP SHAW PITTMAN LLP
By: Isl Philip S. Warden (Cal. Bar No. 54752)
. Thomas V. Loran II~ (Cal. Bar No. 95255) Laura C. Hurtado (Cai. Bar No. 267044) Four Embarcadero Center, 22nd Floor San Francisco, CA 94111-5998 Phone: (415) 983-1000 Fax: (415) 983-1200 [email protected] [email protected] laura.hurtado@pills bury law .com
Counsel for Creditor Passport Management, LLC
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1 SUPPLEMENTAL DECLARATION OF THOMAS V. LORAN III IN SUPPORT OF SUPPLEMENT AL OPPOSITION OF CREDITOR PASSPORT MANAGEMENT, LLC TO
2 TRUSTEE'S MOTION FOR ORDER APPROVING COMPROMISE WITH THE OLSON CHILDREN'S IRREVOCABLE TRUST
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I, THOMAS V. LORAN III, declare as follows:
1. I am a member of the State Bar of California, the Bar of this Court, and the law firm
6 of Pillsbury Wintlu·op Shaw Pittman LLP, attorneys of record for Creditor Passport Management,
7 LLP (''Creditor") in the above-entitled bankruptcy case of Debtor Jana Olson ("Debtor"). I make
8 this Supplemental Declaration in support of Supplemental Opposition to the Trustee's Motion (the
9 "Motion") for Order Approving Compromise (the "Compromise") with The Olson Children's
10 Irrevocable Trust (the "Children's Trust").
11 2. The facts set forth are !mown to me personally, and I have first-hand knowledge of
12 them. If called as a witness, I could and would testify competently, under oath, to such facts.
13 3. Today, I received a phone call from Trustee Richard A. Marshack. He said he was
14 calling to me to let me know that his attorneys had received a written accounting from Ora
15 Fiduciary, Debtor's Cook Islands financial operatives, concerning the Pink Panther Trust funds that
16 Debtor held there over time and to ask ifl wanted a copy of the accounting.
17 4. I thanked Mr. Marshack and asked his associate Laila Masud, who was on the call
18 with us, to send me the written accounting that had been received from Ora Accounting.
19 5, Attached hereto as Exhibit A is a true and correct copy of the transmittal email I
20 received today from Ms. Masud after my phone call with her and Mr, Marshack today, together
21 with the contents of the PDF file attached to the email.
22
23 I declare under penalty of perjury under the laws of the Unites States of America that the
24 foregoing is true and correct.
25 Dated: August 15, 2017.
26 -;&.o/M-7\( ~ 27 Thomas V. Loran III
28
PASSPORT'S SUPP. OPP. TO MOT, FOR ORDER APPROV. COMP. WITH OLSON CHILDREN'S IRR, TRUST 4820-7411-8477.v I
REC_604
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 212 of 375 Page ID #:742
Case 8:15-bk-12496-TA Doc 683 Filed 08/15/17 Entered 08/15/17 16:23:52 Desc Main Document Page 10 of 28
EXHIBIT A
4849-6911-7992. VI
REC_605
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 213 of 375 Page ID #:743
Case 8:15-bk-12496-TA Doc 683 Filed 08/15/17 Entered 08/15/17 16:23:52 Desc
Loran III, Thomas V,
From: Sent: To: Cc: Subject: Attachments:
Tom,
Main Document Page 11 of 28
Laila Masud <[email protected]> Tuesday, August 15, 2017 11:17 AM Loran III, Thomas V, Richard Marshack; Ed Hays; Layla Buchanan Olson, Jana- Trust Accounting Trust Accounting,pdf
Per our conversation this morning.with Richard, attached is the PDF version of the accounting for the Trust In the Cool< Islands.
Best,
La.Eta Masud
!M.ARSHACK HAYS tLP -- ATfORNEY!.i! .AT !:.A1N --
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11-Apr-2014
74284 PTD
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78596 M
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/ Addlt;an
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12-May-2014
7ll642 PT1J
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11-Jun-2014
lhlu
l-20
14
80591
82976
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4,607,652.36
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4,607,890.42
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4,607,557.22
4,607,957.22
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4,608,044.02
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4,607,652.35
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0.00
4,607,967.22
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4,608,044.02
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4,508,044.02
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4,608,242.42
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4,608,520.19
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4,595,735.97
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Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 221 of 375 Page ID #:751
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Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 222 of 375 Page ID #:752
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9-of14
REC_615
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 223 of 375 Page ID #:753
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Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 228 of 375 Page ID #:758
Case 8:15-bk-12496-TA Doc 683 Filed 08/15/17 Entered 08/15/17 16:23:52 Desc Main Document Page 26 of 28
PROOF OF SERVICE OF DOCUMENT
I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: Pillsbury Winthrop Shaw Pittman, LLP 12255 El Camino Real, Suite 300 San Diego, CA 92130
A true and correct copy of the foregoing document entitled:
SUPPLEMENTAL OPPOSITION OF CREDITOR PASSPORT MANAGEMENT, LLC TO TRUSTEE'S MOTION FOR ORDER APPROVING COMPROMISE WITH THE OLSON CHILDREN'S IRREVOCABLE TRUST; SUPPORTING SUPPLEMENTAL DECLARATION OF THOMAS V. LORAN, III.
will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below:
1.TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On August 15, 2017, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below:
• Frank Cadigan [email protected]
• Natalie B. Daghbandan [email protected], [email protected];[email protected] • D Edward Hays [email protected], [email protected]
• Sarah Cate Hays [email protected], [email protected] • Doah Kim [email protected]
• Richard A Marshack (TR) [email protected], [email protected] • Laila Masud [email protected], [email protected] • Ashley Merlo [email protected], [email protected]
• Lavee D Sarenas [email protected] • Ashley M Teesdale [email protected], [email protected] • United States Trustee (SA) [email protected] • Annie Verdries [email protected], [email protected]
• Philip S Warden [email protected], thomas.loran @pillsbury law.com;[email protected];kathy [email protected];deirdre.campino@pillsburylaw .com;can dy.kleiner@pillsburylaw,com
• Gilbert B Weisman [email protected] • Michael H Weiss [email protected], [email protected] • Sharon Z. Weiss [email protected], [email protected]
D Service information continued on attached page 2. SERVED BY UNITED STATES MAIL: On August 15, 2017, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed.
~ Service information continued on attached page
This form Is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.
June 2012 F 9013-3.1.PROOF.SERVICE 4822-9655-0221. V 1
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3, SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on August 15, 2017, I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed.
VIA PERSONAL DELIVERY
Hon. Theodor C. Albert US Bankruptcy Court, Santa Ana Division 411 West Fourth Street, Suite 5085, Court Room 5B Santa Ana, CA 92701-4593
OVERNIGHT DELIVERY
United States Trustee ATTN: Frank Cadigan 411 W Fourth St., Suite 9041 Santa Ana, CA 92701-4593
Richard A. Marshack Marshack Hays LLP (Trustee) 870 Roosevelt Irvine, CA 92620-5749
VIA US MAIL
DEBTOR
Jana W. Olson 431 Vista Grande Newport Beach, CA 92660
INTERESTED PARTY
Wayne Philips Wayne Philips Law 26060 Acero St., Ste. 217 Mission Viejo, CA 92691
fg] Service information continued on attached page
This form Is mandatory, It has been approved for use by the United States Bankruptcy Court for the Central District of California.
June 2012 F 9013-3.1.PROOF.SERVICE 4822-9655-0221. v I
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- . ··---·----·-.. --. "'·-·-· ····-····- ...... ---········-· ................. . ---··-··-········· ............ .. . . ---- -------·-·--·-·-·-·--
Case 8:15-bk-12496-TA Doc 683 Filed 08/15/17 Entered 08/15/17 16:23:52 Desc
VIA U.S. MAIL
INTERESTED PARTY COUNSEL FOR MARY OLSON PaulP. Young Chora Young, LLP 2667 E. Colorado Blvd, Suite B Pasadena, CA 91107
INTERESTED PARTY Joel Osman Parker Mills LLP 800 W. 6th Street, Suite 500 Los Angeles, CA 90017-2702
INTERESTED PARTY Douglas Weekes, Trustee of the Olson Children Irrevocable Trust Dated June 17, 2017 676 Blair Avenue Piedmont, CA 94611
Main Document Page 28 of 28
INTERESTED PARTY COUNSEL FOR SNELL & WILMER, LLP ROGER GRAD AND MARK ZIEMBA Matthew Hodel Hodel Wilks LLP 4 Park Plaza, Suite 640 Irvine, CA 92614
INTERESTED PARTY COUNSEL FOR LATITUDE 48 CHARITABLE FOUNDATION, INC. Stephen C. Duringer The Duringer Law Group, PLC 181 S. Old Springs Road, 2nd Floor Anaheim, CA 92808
INTERESTED PARTY Douglas Weekes 676 Blair Avenue Piedmont, CA 94611
INTERESTED PARTY COUNSEL FOR JEFFREY MATSEN AND BOHM MATSEN, KEGEL & AGUILERA LLP Kenneth C. Feldman Barry Zoller Lewis Brisbois Bisgaard & Smith LLP 633 West sth St., Suite 400 Los Angeles, CA 90071
INTERESTED PARTY Barrett Weekes, Trustor of the Children's Trust and Guardian Ad Litem 431 Vista Grande Newport Beach, CA 92660
INTERESTED PARTY Barrett Weekes 431 Vista Grande Newport Beach, CA 92660
D Service information continued on attached page
I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.
August 15, 2017 Date
Candace J. Kleiner Printed Name
Isl Candace J. Kleiner Signature
This form Is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.
June2012 F 9013-3.1.PROOF.SERVICE 4822-9655-0221. vl
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UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA – Santa Ana Division
In re Jana W. Olson, Debtor.
Case No. 8:15-bk-12496-SC Chapter 7 ORDER RE: (1) MOTION FOR ORDER COMPELLING DEBTOR’S COMPLIANCE WITH STATUTORY DISCLOSURE, COOPERATION, AND TURNOVER OBLIGATIONS PURSUANT TO 11 U.S.C. §§ 521, 542, AND 105(a); AND (2) APPLICATION FOR ORDER SETTING HEARING ON SHORTENED TIME
On October 9, 2015, Marshack Hays LLP, counsel to the chapter 7 trustee, and
Pillsbury Winthrop Shaw Pittman LLP, counsel to creditor Passport Management, LLC,
filed a joint motion for order compelling Debtor’s compliance with statutory disclosure,
cooperation, and turnover obligations pursuant to 11 U.S.C. §§ 521, 542, and 105(a)
[Dk. 88] (“Joint Motion”). On October 13, 2015, the parties filed a supplement [Dk. 89]
(“Supplement”) to the Joint Motion, and on October 14, 2015, they filed an application
for order setting hearing on a shortened basis [Dk. 97] (“OST”) regarding the Joint
Motion. The Court deems this matter appropriate for disposition without oral argument.
FILED & ENTERED
OCT 16 2015
CLERK U.S. BANKRUPTCY COURTCentral District of CaliforniaBY DEPUTY CLERKmccall
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Based upon the Joint Motion, the OST, and the record as a whole, and for good
cause shown, the Court ORDERS as follows:
1. The Debtor, Jana Olson, shall turnover to the counsel to the chapter 7
trustee, within ten (10) days from the entry of this order, all items that are in the Debtor’s
possession, custody, or control, and which are itemized in the list attached to the
proposed order granting the Joint Motion, which is located at Exhibit A to Docket No. 89
(“List of Items”).
2. If the Debtor is not in possession, custody, or control of any item
contained in the List of Items, then she is required to file a sworn declaration within ten
(10) days of the entry of this order, affirmatively stating that she is not in possession,
custody, or control of those items.
3. The OST is DENIED as moot.
###
Date: October 16, 2015
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REC_741
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REC_742
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 350 of 375 Page ID #:880
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REC_743
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 351 of 375 Page ID #:881
Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 14 of 33
REC_744
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 352 of 375 Page ID #:882
Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 15 of 33
REC_745
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 353 of 375 Page ID #:883
Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 16 of 33
REC_746
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 354 of 375 Page ID #:884
Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 17 of 33
REC_747
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 355 of 375 Page ID #:885
Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 18 of 33
REC_748
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 356 of 375 Page ID #:886
Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 19 of 33
REC_749
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 357 of 375 Page ID #:887
Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 20 of 33
REC_750
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 358 of 375 Page ID #:888
Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 21 of 33
REC_751
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 359 of 375 Page ID #:889
Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 22 of 33
REC_752
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Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 23 of 33
REC_753
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 361 of 375 Page ID #:891
Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 24 of 33
REC_754
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 362 of 375 Page ID #:892
Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 25 of 33
REC_755
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 363 of 375 Page ID #:893
Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 26 of 33
REC_756
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 364 of 375 Page ID #:894
Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 27 of 33
REC_757
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Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 28 of 33
REC_758
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 366 of 375 Page ID #:896
Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 29 of 33
REC_759
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 367 of 375 Page ID #:897
Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 30 of 33
REC_760
Case 8:17-cv-01697-DSF Document 8-2 Filed 12/04/17 Page 368 of 375 Page ID #:898
Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 31 of 33
REC_761
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Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 32 of 33
REC_762
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Case 8:15-bk-12496-SC Doc 105 Filed 10/30/15 Entered 10/30/15 15:04:28 Desc Main Document Page 33 of 33
REC_763
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REC_764
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REC_765
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REC_766
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REC_767
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